Exhibit 4.4.1
CONFORMED COPY
AMENDED AND RESTATED MASTER ISSUER DEED OF
CHARGE
28 MARCH 2007
BETWEEN
▇▇▇▇▇▇ MASTER ISSUER PLC
(THE MASTER ISSUER)
THE BANK OF NEW YORK, LONDON BRANCH
(THE MASTER ISSUER SECURITY TRUSTEE)
THE BANK OF NEW YORK, LONDON BRANCH
(THE NOTE TRUSTEE)
THE BANK OF NEW YORK, LONDON BRANCH
(THE PRINCIPAL PAYING AGENT AND THE AGENT BANK)
THE BANK OF NEW YORK (LUXEMBOURG) S.A.
(THE REGISTRAR AND THE TRANSFER AGENT)
THE BANK OF NEW YORK, NEW YORK BRANCH
(THE U.S. PAYING AGENT)
DEUTSCHE BANK AG, LONDON BRANCH
(A MASTER ISSUER SWAP PROVIDER)
BARCLAYS BANK PLC
(A MASTER ISSUER SWAP PROVIDER)
CREDIT SUISSE (USA), INC.
(A MASTER ISSUER SWAP PROVIDER)
HSBC BANK PLC
(A MASTER ISSUER SWAP PROVIDER)
HSBC USA, INC.
(A MASTER ISSUER SWAP PROVIDER)
UBS AG, LONDON BRANCH
(A MASTER ISSUER SWAP PROVIDER)
ABBEY NATIONAL PLC
(THE MASTER ISSUER CASH MANAGER AND A MASTER ISSUER STERLING ACCOUNT BANK)
CITIBANK N.A., LONDON BRANCH
(A MASTER ISSUER NON-STERLING ACCOUNT BANK)
WILMINGTON TRUST SP SERVICES (LONDON) LIMITED
(THE MASTER ISSUER CORPORATE SERVICES PROVIDER)
CONTENTS
CLAUSE PAGE
1. Interpretation.......................................................3
2. Security Trust.......................................................4
3. Creation of Master Issuer Security...................................4
4. Acknowledgements and undertakings....................................6
5. Restrictions on Exercise of Certain Rights...........................8
6. Payments out of the Master Issuer Transaction Accounts Prior to
Enforcement.........................................................10
7. Payments out of the Master Issuer Transaction Accounts Upon
Enforcement.........................................................14
8. Enforcement by the Master Issuer Security Trustee...................16
9. Enforcement of Master Issuer Security...............................16
10. Receiver............................................................16
11. Powers of Receiver..................................................16
12. Modification, Authorisation, Waiver, and consent....................16
13. Additional Provisions Regarding the Master Issuer Security Trustee..16
14. Master Issuer Security Power of Attorney............................16
15. Further Assurances..................................................16
16. Additional Provisions Relating to the Master Issuer Security........16
17. Set-off.............................................................16
18. Release.............................................................16
19. Master Issuer Representations.......................................16
20. Evidence of Indebtedness............................................16
21. Rights Cumulative...................................................16
22. Severability........................................................16
23. Counterparts........................................................16
24. Trust Indenture Act Prevails........................................16
25. Notices.............................................................16
26. Language............................................................16
27. Law and Jurisdiction................................................16
28. Contracts (Rights of Third Parties) Act 1999........................16
SCHEDULE
1. Form of Notice of Charge............................................16
2. Form of Consent to Charge...........................................16
3. Form of Accession Deed..............................................16
4. Form of Master Issuer Security Power of Attorney....................16
THIS AMENDED AND RESTATED MASTER ISSUER DEED OF CHARGE is made on 28 March 2007
between:
(1) ▇▇▇▇▇▇ MASTER ISSUER PLC, a company incorporated in England and Wales
with limited liability (registered number 5953811), and having its
registered office at Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the MASTER ISSUER);
(2) THE BANK OF NEW YORK, LONDON BRANCH acting through its offices at ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as
the MASTER ISSUER SECURITY TRUSTEE, which expression includes such
company and all other persons or companies for the time being acting
as security trustee or security trustees under this Deed);
(3) THE BANK OF NEW YORK, LONDON BRANCH acting through its offices at ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as
the NOTE TRUSTEE, which expression includes such company and all other
persons or companies for the time being acting as trustee or trustees
for the Noteholders under the Master Issuer Trust Deed);
(4) THE BANK OF NEW YORK, LONDON BRANCH acting through its offices at ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as
the PRINCIPAL PAYING AGENT appointed by the Master Issuer under the
Master Issuer Paying Agent and Agent Bank Agreement);
(5) THE BANK OF NEW YORK, LONDON BRANCH acting through its offices at ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as
the AGENT BANK appointed by the Master Issuer under the Master Issuer
Paying Agent and Agent Bank Agreement);
(6) THE BANK OF NEW YORK (LUXEMBOURG) S.A., a societe anonyme incorporated
in the Grand Duchy of Luxembourg, and having its registered office at
Aerogolf Center, ▇▇, ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of
Luxembourg (acting in its capacity as the REGISTRAR appointed by the
Master Issuer under the Master Issuer Paying Agent and Agent Bank
Agreement);
(7) THE BANK OF NEW YORK (LUXEMBOURG) S.A., a societe anonyme incorporated
in the Grand Duchy of Luxembourg, and having its registered office at
Aerogolf Center, ▇▇, ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of
Luxembourg (in its capacity as the TRANSFER AGENT appointed by the
Master Issuer under the Master Issuer Paying Agent and Agent Bank
Agreement to administer the transfer of Master Issuer Notes);
(8) THE BANK OF NEW YORK, NEW YORK BRANCH acting through its offices at
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ (acting in its capacity as the
U.S. PAYING AGENT appointed by the Master Issuer under the Master
Issuer Paying Agent and Agent Bank Agreement );
(9) DEUTSCHE BANK AG, LONDON BRANCH, a corporation domiciled in Frankfurt
am Main, Germany, operating in the United Kingdom under branch
registration number BR000005, acting through its London branch at
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (acting
in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of the
2006-1 Notes);
(10) BARCLAYS BANK PLC, a public limited company incorporated in England
and Wales with limited liability (registered number 1026167), and
acting through its office at ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(acting in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of
the 2006-1 Notes);
1
(11) CREDIT SUISSE (USA), INC. Credit Suisse (USA), Inc., ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ (acting in its capacity as a
MASTER ISSUER SWAP PROVIDER in respect of the 2007-1 Notes)
(12) HSBC BANK PLC, a public limited company incorporated in England and
Wales with limited liability (registered number 00014259), and having
its registered office at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(acting in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of
the 2007-1 Notes)
(13) HSBC USA, INC. HSBC USA, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ (acting in its capacity as a MASTER ISSUER SWAP PROVIDER in
respect of the 2007-1 Notes);
(14) UBS AG, LONDON BRANCH, a corporation domiciled in Basel, Switzerland,
operating in the United Kingdom under branch registration number
BR004507, acting through its London branch at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (acting in its capacity as a MASTER ISSUER SWAP
PROVIDER in respect of the 2007-1 Notes);
(15) ABBEY NATIONAL PLC, a public limited company incorporated in England
and Wales with limited liability (registered number 2294747), and
having its registered office at Trinity Abbey National House, ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as the
MASTER ISSUER CASH MANAGER appointed by the Master Issuer under the
Master Issuer Cash Management Agreement);
(16) ABBEY NATIONAL PLC, a public limited company incorporated in England
and Wales with limited liability (registered number 229474), and
having its registered office at Trinity Abbey National House, ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as a
MASTER ISSUER STERLING ACCOUNT BANK appointed by the Master Issuer
under the Master Issuer Bank Agreement);
(17) CITIBANK N.A., LONDON BRANCH acting through its offices at Citigroup
Centre, Canada Square, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its
capacity as a MASTER ISSUER NON-STERLING ACCOUNT BANK appointed by the
Master Issuer under the Master Issuer Bank Agreement and, together
with the Master Issuer Sterling Account Bank, the MASTER ISSUER
ACCOUNT BANKS); and
(18) WILMINGTON TRUST SP SERVICES (LONDON) LIMITED, a company incorporated
in England and Wales, with limited liability (registered number
2548079) whose registered office is at Tower 42, International
Financial Centre, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (acting in its
capacity as the MASTER ISSUER CORPORATE SERVICES PROVIDER, which
expression shall include such person and all other persons for the
time being acting as master issuer corporate services provider to the
Master Issuer pursuant to the Master Issuer Corporate Services
Agreement).
WHEREAS:
(A) On 28 November 2006, the Master Issuer issued the 2006-1 Notes and the
Master Issuer and the other parties entered into the Master Issuer
Transaction Documents in order to consummate the transactions
described in the Prospectus, including the establishment of the
Programme.
(B) In connection with the Programme, the Master Issuer and the Master
Issuer Security Trustee, amongst others, entered into the Master
Issuer Deed of Charge on 28 November 2006 whereby the Master Issuer
agreed to charge the Master Issuer Security in favour of the Master
Issuer Security Trustee to secure the Master Issuer Secured
Liabilities and the Master Issuer Security
2
Trustee agreed to hold the benefit of the Master Issuer Security on
trust for the benefit of the Master Issuer Secured Creditors subject
to the terms and conditions of that Deed.
(C) The parties have agreed to amend and restate the Master Issuer Deed of
Charge made on 28 November 2006 on the terms set out herein.
(D) It is intended that this document takes effect as a deed
notwithstanding the fact that a party may only execute this document
under hand.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 CONSTRUCTION
(a) The Further Amended and Restated Master Definitions and Construction
Schedule and the Amended and Restated Master Issuer Master Definitions
and Construction Schedule signed for the purposes of identification by
▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇▇ and May on 28 March 2007 (as the same
may be amended, varied or supplemented from time to time) are
expressly and specifically incorporated into this Deed and,
accordingly, the expressions defined in the Further Amended and
Restated Master Definitions and Construction Schedule and the Amended
and Restated Master Issuer Master Definitions and Construction
Schedule (as so amended, varied or supplemented from time to time)
shall, except where the context otherwise requires and save where
otherwise defined herein, have the same meanings in this Deed,
including the Recitals hereto and this Deed shall be construed in
accordance with the interpretation provisions set out in Clause 2 of
the Further Amended and Restated Master Definitions and Construction
Schedule and Clause 2 of the Amended and Restated Master Issuer Master
Definitions and Construction Schedule. In the event of a conflict
between the Further Amended and Restated Master Definitions and
Construction Schedule and the Amended and Restated Master Issuer
Master Definitions and Construction Schedule, the Amended and Restated
Master Issuer Master Definitions and Construction Schedule shall
prevail.
(b) This Deed will be construed in accordance with the rules of
construction set out in the Master Issuer Master Definitions and
Construction Schedule.
(c) If there is any conflict between the provisions of the Master
Definitions and Construction Schedule, the Master Issuer Master
Definitions and Construction Schedule and the provisions of this Deed,
the provisions of this Deed will prevail.
(d) The term THIS DEED means this Deed and any deed executed in accordance
with, or expressed to be supplemental to, this Deed.
(e) Any covenant of the Master Issuer under this Deed (other than a
payment obligation) shall remain in force during the Master Issuer
Security Period.
(f) The terms of the other Transactions Documents are incorporated in this
Deed to the extent required to give effect thereto and/or to ensure
that any purported disposition contained in this Deed is a valid
disposition in accordance with Section 2(1) of the LP (MP) Act.
(g) Unless the context otherwise requires, a reference to a Master Issuer
Charged Property includes the proceeds of sale of that Master Issuer
Charged Property.
3
(h) The term FULL TITLE GUARANTEE will be construed in accordance with the
LP (MP) Act but so that the covenants implied by the LP (MP) Act in
respect of the Master Issuer Security do not include:
(i) the words "other than any charges, encumbrances or rights
which that person does not and could not reasonably be
expected to know about" in section 3(1)(b) of the LP (MP) Act;
and
(ii) section 6(2) of the LP (MP) Act.
2. SECURITY TRUST
2.1 DECLARATION OF TRUST
The Master Issuer Security Trustee holds all of the covenants,
undertakings, Security Interests and other rights and benefits made or
given under this Deed and the other Master Issuer Transaction
Documents on trust for itself and the other Master Issuer Secured
Creditors upon and subject to the terms and conditions of this Deed.
3. CREATION OF MASTER ISSUER SECURITY
3.1 GENERAL
(a) All the Master Issuer Security:
(i) is created in favour of the Master Issuer Security Trustee for
itself and as trustee on behalf of the other Master Issuer
Secured Creditors;
(ii) is created over the present and future assets of the Master
Issuer;
(iii) is security for the payment or discharge of the Master Issuer
Secured Liabilities; and
(iv) is made with full title guarantee (or, in relation to any
rights or assets situated in Scotland or otherwise governed by
Scots law, with absolute warrandice).
(b) The term ALL OF ITS RIGHTS as used in this Clause includes, unless the
context requires otherwise:
(i) the benefit of all covenants, undertakings, representations,
warranties and indemnities;
(ii) all powers and remedies of enforcement and/or protection;
(iii) all rights to receive payment of all amounts assured or
payable (or to become payable), all rights to serve notices
and/or to make demands and all rights to take such steps as
are required to cause payment to become due and payable; and
(iv) all causes and rights of action in respect of any breach and
all rights to receive damages or obtain other relief in
respect thereof,
in each case, in respect of the relevant Master Issuer Charged
Property.
4
3.2 CONTRACTS
The Master Issuer assigns by way of first fixed security (or, to the
extent not assignable, charges by way of a first fixed charge) all of
its rights in respect of the Master Issuer Transaction Documents
(without prejudice to, in respect of any Master Issuer Swap Agreement,
any contractual netting provision contained in such agreement and
after giving effect to any such netting provision).
3.3 MASTER ISSUER TRANSACTION ACCOUNTS
The Master Issuer charges by way of a first fixed charge all of its
rights in respect of:
(a) any amount standing from time to time to the credit of the
Master Issuer Transaction Accounts, any Additional Master
Issuer Account and any Master Issuer Swap Collateral Account;
(b) all interest paid or payable in relation to those amounts; and
(c) all debts represented by those amounts.
3.4 AUTHORISED INVESTMENTS
The Master Issuer charges by way of a first fixed charge all of its
rights in respect of:
(a) the Authorised Investments permitted, pursuant to the Master
Issuer Cash Management Agreement, to be made or purchased from
time to time by or on behalf of the Master Issuer (whether
owned by it or held by any nominee on its behalf) using moneys
standing to the credit of the Master Issuer Accounts; and
(b) all interest, moneys and proceeds paid or payable in relation
to those Authorised Investments.
3.5 MISCELLANEOUS
The Master Issuer charges by way of a first fixed charge all of its
rights in respect of:
(a) the benefit of all authorisations (statutory or otherwise)
held in connection with its use of any Master Issuer Charged
Property; and
(b) any compensation which may be payable to it in respect of
those authorisations.
3.6 FLOATING CHARGE
(a) The Master Issuer charges by way of a first floating charge all of its
undertaking and all of its property and assets (including, without
limitation, its uncalled capital) other than any property or assets at
any time otherwise effectively charged or assigned by way of fixed
charge or assignment under this Clause 3 (but excepting from the
foregoing exclusion all of the Master Issuer's undertaking, property
and assets situated in Scotland or the rights to which are governed by
Scots law, all of which are charged by the floating charge hereby
created).
(b) Except as provided below, the Master Issuer Security Trustee may, by
notice to the Master Issuer, (and so far as permitted by applicable
law), convert the floating charge created under this Clause 3
5
into a fixed charge as regards any of the Master Issuer's assets
subject to the floating charge specified in that notice, if:
(i) a Note Event of Default is outstanding;
(ii) the Master Issuer Security Trustee considers those assets or
any part thereof to be in danger of being seized or sold under
any form of distress, attachment, execution, diligence or
other legal process or to be otherwise in jeopardy; and/or
(iii) a circumstance occurs which the Master Issuer Security Trustee
considers to (or to be likely to) prejudice, imperil or
threaten the Master Issuer Security.
(c) Except as provided below, the floating charge created by this Clause 3
will automatically (so far as permitted by applicable law) convert
into a fixed charge as regards:
(i) all of the Master Issuer's assets subject to the floating
charge, upon the service of a Note Enforcement Notice; and/or
(ii) any assets of the Master Issuer subject to the floating
charge, if those assets (contrary to the covenants and
undertakings contained in the Master Issuer Transaction
Documents):
(A) are or become subject to a Security Interest in favour
of any person other than the Master Issuer Security
Trustee; or
(B) are or become the subject of a sale, transfer or other
disposition,
immediately prior to that Security Interest arising or that
sale, transfer or other disposition being made.
(d) The floating charge created by this Clause 3 may not be converted into
a fixed charge solely by reason of:
(i) the obtaining of a moratorium; or
(ii) anything done with a view to obtaining a moratorium,
under the Insolvency ▇▇▇ ▇▇▇▇.
(e) The floating charge created by this Clause 3 is a qualifying floating
charge for the purpose of paragraph 14 of Schedule B1 to the
Insolvency ▇▇▇ ▇▇▇▇.
4. ACKNOWLEDGEMENTS AND UNDERTAKINGS
4.1 MASTER ISSUER SECURITY
(a) This Deed constitutes notice in writing to each Master Issuer Secured
Creditor of the assignment of all of the Master Issuer's rights to the
Master Issuer Transaction Documents under Clause 3.2 (Contracts).
(b) By executing this Deed, each Master Issuer Secured Creditor
acknowledges and consents to the assignment referred to in this Clause
4.1 and the other Security Interests made or granted under this
6
Deed and confirms that as of the date of this Deed it has not received
from any other person notice of any assignment or charge of any Master
Issuer Charged Property.
(c) Immediately upon the execution of this Deed, the Master Issuer will
deliver a notice of assignment substantially in the form set out in
Schedule 1 (Form of Notice of Charge) hereto to each of the addressees
named in the notice and will use all reasonable endeavours to procure
that delivery to the Master Issuer Security Trustee on the date of
this Deed of receipts from the addressees of that notice substantially
in the form attached to the notice.
(d) Each Master Issuer Secured Creditor acknowledges the Master Issuer
Security, and covenants to the Master Issuer Security Trustee not to
do anything inconsistent with the Master Issuer Security or knowingly
to prejudice that security or any of the Master Issuer Charged
Property (or the Master Issuer Security Trustee's interest in those
assets) provided that, subject to Clause 5 (Restrictions on Exercise
of Certain Rights) hereto, this Deed does not limit the rights of any
of the Master Issuer Secured Creditors under the Master Issuer
Transaction Documents.
4.2 REGISTRATION OF MASTER ISSUER SECURITY
Within 21 calendar days of the date of creating the Master Issuer
Security the Master Issuer undertakes to file (or to procure that a
filing is made) with the Registrar of Companies pursuant to the
provisions of Chapter I of Part XII of the Companies ▇▇▇ ▇▇▇▇ a duly
completed Form 395 in respect of itself together with the required
registration fee and an executed copy of this Deed.
4.3 MASTER ISSUER TRANSACTION DOCUMENTS
Each Master Issuer Secured Creditor acknowledges that it is bound by,
and deemed to have notice of, all of the provisions of the Master
Issuer Transaction Documents as if it was a party to each Master
Issuer Transaction Document.
4.4 PAYMENTS TO THE MASTER ISSUER
Notwithstanding the Master Issuer Security but subject as provided
otherwise in this Deed, each of the parties acknowledges that each
Master Issuer Secured Creditor and each other party to any Master
Issuer Transaction Document may continue to make all payments becoming
due to the Master Issuer under any Master Issuer Transaction Document
in the manner envisaged by that document until receipt of written
notice from the Master Issuer Security Trustee or any Receiver
requiring payments to be made otherwise.
4.5 NEW MASTER ISSUER SECURED CREDITORS
(a) In order to become a New Master Issuer Secured Creditor a creditor of
the Master Issuer must enter into an ACCESSION DEED in the form or
substantially in the form set out in SCHEDULE 3.
(b) Each New Master Issuer Secured Creditor will be bound by the
provisions of this Deed as if it contained covenants by each New
Master Issuer Secured Creditor in favour of the Master Issuer Security
Trustee and every other Master Issuer Secured Creditor to observe and
be bound by all provisions of this Deed to apply to Master Issuer
Secured Creditors.
7
4.6 MASTER ISSUER SECURITY TRUSTEE'S DISCRETION
Subject to Clause 15(v) of the Master Issuer Trust Deed incorporated
by reference herein, without prejudice to the rights of the Master
Issuer Security Trustee after the security created under this Deed has
become enforceable, the Master Issuer hereby authorises the Master
Issuer Security Trustee, prior to the security created by this Deed
becoming enforceable, to exercise, or refrain from exercising, all
rights, powers, authorities, discretions and remedies of the Master
Issuer under or in respect of the Master Issuer Transaction Documents
referred to in Clause 3.2 (CONTRACTS) in such manner as in its
absolute discretion it shall think fit. For the avoidance of doubt,
the Master Issuer Security Trustee shall not be required to have
regard to the interests of the Master Issuer in the exercise or
non-exercise of any such rights, powers, authorities, discretions and
remedies or to comply with any direction given by the Master Issuer in
relation thereto.
5. RESTRICTIONS ON EXERCISE OF CERTAIN RIGHTS
5.1 PAYMENTS TO MASTER ISSUER ACCOUNTS
At all times prior to the release, re-assignment and/or discharge
under Clause 18 (Release) of the Master Issuer Security, the Master
Issuer will, save as otherwise provided in the Master Issuer
Transaction Documents or unless the Master Issuer Security Trustee
otherwise agrees in writing, procure that all amounts received by the
Master Issuer under or in respect of the Master Issuer Transaction
Documents will be credited to the Master Issuer Accounts in accordance
with the terms of the Master Issuer Transaction Documents.
5.2 NO WITHDRAWALS FROM MASTER ISSUER ACCOUNTS
(a) No payment, transfer and/or withdrawal may be made from any of the
Master Issuer Accounts other than as expressly permitted under this
Deed or the Master Issuer Cash Management Agreement or with the prior
written consent of the Master Issuer Security Trustee.
(b) For the avoidance of doubt, from time to time there shall be deemed to
be released from the encumbrances constituted by this Deed:
(i) all amounts standing to the credit of the Master Issuer Swap
Collateral Ledger which shall be applied:
(A) prior to the termination of the relevant Master Issuer
Swap Agreement, in or towards payment to the relevant
Master Issuer Swap Provider of any amount due to the
relevant Master Issuer Swap Provider in accordance
with the terms of the relevant credit support
agreement (including, without limitation, any
interest, distributions or return amounts);
(B) following the termination of the relevant Master
Issuer Swap Agreement:
I. first, in or towards payment to the relevant
Master Issuer Swap Provider of any amount standing
to the credit of the Master Issuer Swap Collateral
Account in respect of the Master Issuer Swap
Agreement entered into with that Master Issuer
Swap Provider after the deduction of (i) the
applicable termination amount due, if any, or (ii)
any amount which the Master Issuer is entitled to
in accordance with the terms of any credit support
agreement
8
thereto, in each case, from the relevant Master
Issuer Swap Provider to the Master Issuer under
such Master Issuer Swap Agreement; and
II. second, following payment of the amount (if any)
referred to in (I) above, in or towards the
premium payable (if any) as a result of entering
into a replacement swap agreement,
any such release to take effect immediately upon the relevant
withdrawal being made provided that where the relevant amount
is transferred to another bank account of the Master Issuer,
it shall thereupon become subject to the encumbrances
constituted by this Deed in respect of such bank account.
5.3 NO ENFORCEMENT BY MASTER ISSUER SECURED CREDITORS
(a) Except as provided below, each of the Master Issuer Secured Creditors
(other than, in the case of paragraph (iii) below, the Note Trustee
and the Master Issuer Security Trustee) agrees with the Master Issuer
and the Master Issuer Security Trustee that:
(i) only the Master Issuer Security Trustee may enforce the Master
Issuer Security in accordance with the terms and conditions of
this Deed;
(ii) it will not take any steps or proceedings to procure the
winding up, administration or liquidation of the Master
Issuer; and
(iii) it will not take any other steps or action against the Master
Issuer or the Master Issuer Charged Property for the purpose
of recovering any of the Master Issuer Secured Liabilities
(including by exercising any rights of set-off) or enforcing
any rights arising out of the Master Issuer Transaction
Documents against the Master Issuer.
(b) If the Note Trustee has failed to serve a Note Enforcement Notice or
to give directions to the Master Issuer Security Trustee to enforce
the Master Issuer Security or the Master Issuer Security Trustee has
failed to enforce the Master Issuer Security, in each case, within 30
days of becoming bound under the terms of the Conditions, the Master
Issuer Trust Deed or this Deed, as the case may be, so to do and that
failure is continuing or if there are no Master Issuer Notes
outstanding, then each of the Master Issuer Secured Creditors will be
entitled to take any steps and proceedings against the Master Issuer
for the purpose of recovering any of the Master Issuer Secured
Liabilities or enforcing any rights arising out of the Master Issuer
Transaction Documents as it considers necessary other than any steps
or proceedings:
(i) in respect of procuring the winding up, administration or
liquidation of the Master Issuer; and/or
(ii) which would result in the breach by it of Clause 6 (Payments
out of the Master Issuer Transaction Accounts Prior to
Enforcement) and/or Clause 7 (Payments out of the Master
Issuer Transaction Accounts Upon Enforcement) herein and/or
any term of the other Master Issuer Transaction Documents.
5.4 LIMITED RECOURSE
(a) Each of the Master Issuer Secured Creditors (except for the
Noteholders) hereby agrees that, notwithstanding any other provision
of any Master Issuer Transaction Document, all obligations of
9
the Master Issuer to each Master Issuer Secured Creditor (except for
the Noteholders) in respect of the Master Issuer Secured Liabilities
owing to each Master Issuer Secured Creditor (except for the
Noteholders) are limited in recourse as set out below:
(i) in the event of non-payment of any sum due and payable to a
Master Issuer Secured Creditor (except for the Noteholders),
its only remedy shall be enforcement of the Master Issuer
Security in accordance with the provisions of this Deed and
the other Master Issuer Transaction Documents; and
(ii) in the event that the net proceeds of enforcing and (as fully
as practicable and over whatever time period the Master Issuer
Security Trustee considers reasonably necessary) realising all
the Master Issuer Security are (after application of the
proceeds in accordance with the provisions of this Deed)
insufficient to discharge in full the amount of any Master
Issuer Secured Liability owed to a Master Issuer Secured
Creditor (except for the Noteholders), the Master Issuer's
obligation in respect of the unpaid amount shall be
automatically extinguished and such Master Issuer Secured
Creditor shall have no further claim against the Master Issuer
in respect of such unpaid amount.
(b) The provisions of this Clause 5.4 shall survive the termination of
this Deed.
5.5 AMOUNTS RECEIVED BY MASTER ISSUER SECURED CREDITORS
Each Master Issuer Secured Creditor agrees that if any amount is
received by it (including by way of set-off) in respect of any Master
Issuer Secured Liability owed to it other than in accordance with the
provisions of this Deed, then an amount equal to the difference
between the amount so received by it and the amount that it would have
received had it been paid in accordance with the provisions of this
Deed shall be received and held by it as trustee for the Master Issuer
Security Trustee and shall be paid over to the Master Issuer Security
Trustee immediately upon receipt so that such amount can be applied in
accordance with the provisions of this Deed.
6. PAYMENTS OUT OF THE MASTER ISSUER TRANSACTION ACCOUNTS PRIOR TO
ENFORCEMENT
6.1 APPLICATION
No payment, transfer and/or withdrawal may be made from any of the
Master Issuer Transaction Accounts and/or the Additional Master Issuer
Accounts and/or the Master Issuer Swap Collateral Account:
(a) at any time upon and after enforcement of the Master Issuer
Security without the prior written consent of the Master
Issuer Security Trustee; and/or
(b) under this Clause at any time upon and after a Note
Enforcement Notice has been served.
6.2 PRIORITY OF PAYMENTS FOR MASTER ISSUER REVENUE RECEIPTS PRIOR TO
SERVICE OF A MASTER ISSUER NOTE ENFORCEMENT NOTICE AND PRIOR TO THE
SERVICE OF A MASTER INTERCOMPANY LOAN ACCELERATION NOTICE
Notwithstanding the Master Issuer Security but subject to Clause 6.1
(APPLICATION) and Clause 6.3 (PRIORITY OF PAYMENTS OF MASTER ISSUER
PRINCIPAL RECEIPTS PRIOR TO SERVICE OF A MASTER ISSUER NOTE
ENFORCEMENT NOTICE AND PRIOR TO THE
10
SERVICE OF A MASTER INTERCOMPANY LOAN ACCELERATION NOTICE), the Master
Issuer Cash Manager, on behalf of the Master Issuer and the Master
Issuer Security Trustee or its appointee, will withdraw funds standing
to the credit of the Master Issuer Transaction Accounts on each
Interest Payment Date (or on another date in respect of certain
payments identified therein made to satisfy certain liabilities of the
type described therein below if those payments are due on that other
date) to be applied in accordance with the terms and conditions of the
Master Issuer Cash Management Agreement in the order of priority (in
each case, only to the extent that payments of a higher order of
priority have been made in full) as set out in paragraph 3 of Schedule
2 of the Master Issuer Cash Management Agreement provided that any
amounts raised by the Master Issuer by way of an issuance of Master
Issuer Notes and standing to the credit of the Master Issuer
Transaction Account will not be applied by the Master Issuer in
accordance with such priority and such amounts will be advanced on
such day by the Master Issuer to Funding pursuant to the Master
Intercompany Loan Agreement as a Master Issuer Term Advance or as
Master Issuer Term Advances corresponding to such Master Issuer Notes.
6.3 PRIORITY OF PAYMENTS OF MASTER ISSUER PRINCIPAL RECEIPTS PRIOR TO
SERVICE OF A MASTER ISSUER NOTE ENFORCEMENT NOTICE AND PRIOR TO THE
SERVICE OF A MASTER INTERCOMPANY LOAN ACCELERATION NOTICE
Notwithstanding the Master Issuer Security but subject to Clause 6.1
(APPLICATION), the Master Issuer Cash Manager, on behalf of the Master
Issuer and the Master Issuer Security Trustee or its appointee, will
withdraw funds standing to the credit of the Master Issuer Transaction
Accounts on each Interest Payment Date to be applied in accordance
with the terms and conditions of the Master Issuer Cash Management
Agreement in the order of priority (in each case, only to the extent
that payments of a higher order of priority have been made in full) as
set out in paragraph 4 of Schedule 2 to the Master Issuer Cash
Management Agreement provided that any amounts raised by the Master
Issuer by way of an issuance of Further Notes, Replacement Notes or
New Notes and standing to the credit of the Master Issuer Transaction
Account will not be applied by the Master Issuer in accordance with
such priority and such amounts will be advanced on any day by the
Master Issuer to Funding pursuant to the Master Intercompany Loan
Agreement as a Master Issuer Term Advance or as Master Issuer Term
Advances.
6.4 PAYMENT OF MASTER ISSUER REVENUE RECEIPTS AFTER SERVICE OF A MASTER
ISSUER NOTE ENFORCEMENT NOTICE BUT PRIOR TO THE SERVICE OF A MASTER
INTERCOMPANY LOAN ACCELERATION NOTICE
From and including the time when a Note Enforcement Notice has been
served on the Master Issuer but prior to the service of a Master
Intercompany Loan Acceleration Notice, all Master Issuer Revenue
Receipts received or recovered by the Master Issuer Security Trustee
or any Receiver for the benefit of the Master Issuer Secured Creditors
in respect of the Master Issuer Secured Liabilities shall be held by
the Master Issuer Security Trustee or any Receiver, as the case may
be, on trust to be applied, subject to Clause 7.2 (Collateral provided
to the Master Issuer by the Master Issuer Swap Providers pursuant to
the Master Issuer Swap Agreements), in accordance with Clause 6.2
(PRIORITY OF PAYMENTS FOR MASTER ISSUER REVENUE RECEIPTS PRIOR TO
SERVICE OF A MASTER ISSUER NOTE ENFORCEMENT NOTICE AND PRIOR TO THE
SERVICE OF A MASTER INTERCOMPANY LOAN ACCELERATION NOTICE) herein but
as if:
(a) each of the references in the Master Issuer Pre-Enforcement
Revenue Priority of Payments to the Master Issuer Security
Trustee included a reference to any Receiver appointed by the
Master Issuer Security Trustee;
11
(b) any reference in the Master Issuer Pre-Enforcement Revenue
Priority of Payments to an amount payable by the Master Issuer
which is not a Master Issuer Secured Liability were deleted;
and
(c) Clause 6.2 (Priority of payments for Master Issuer Revenue
Receipts prior to service of a Master Issuer Note Enforcement
Notice and prior to the service of a Master Intercompany Loan
Acceleration Notice) and the Master Issuer Pre-Enforcement
Revenue Priority of Payments were expressed to be subject to
the provisions of Clause 6.7 (Enforcement When Not All Amounts
Due and Payable).
6.5 PRIORITY OF PAYMENTS OF MASTER ISSUER PRINCIPAL RECEIPTS AFTER SERVICE
OF A MASTER ISSUER NOTE ENFORCEMENT NOTICE BUT PRIOR TO THE SERVICE OF
A MASTER INTERCOMPANY LOAN ACCELERATION NOTICE
Following the service of a Note Enforcement Notice but prior to the
service of a Master Intercompany Loan Acceleration Notice on Funding,
the Master Issuer Security Trustee (or Receiver appointed on its
behalf) will apply Master Issuer Principal Receipts on each Interest
Payment Date to repay the Notes in the following manner:
(a) first, in no order of priority between them, but in proportion
to the amounts due, in respect of each AAA Master Issuer Term
Advance (and in respect of (ii) below, the principal amounts
received (if any) from the Master Issuer Swap Providers under
the relevant Master Issuer Swap Agreements in respect of the
related Series and Class of Master Issuer Notes):
(i) to pay amounts due and payable (in respect of
principal) on such Interest Payment Date to the
relevant Master Issuer Swap Providers in respect of
the related Series and Class of Class A Master Issuer
Notes in accordance with the terms of the relevant
Master Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class A Master Issuer Notes;
(b) then, in no order of priority between them, but in proportion
to the amounts due, in respect of each AA Master Issuer Term
Advance (and in respect of (ii) below, the principal amounts
received (if any) from the Master Issuer Swap Providers under
the relevant Master Issuer Swap Agreements in respect of the
related Series and Class of Master Issuer Notes):
(i) to pay amounts due and payable (in respect of
principal) on such Interest Payment Date to the
relevant Master Issuer Swap Providers in respect of
the related Series and Class of Class B Master Issuer
Notes in accordance with the terms of the relevant
Master Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class B Master Issuer Notes;
(c) then, in no order of priority between them, but in proportion
to the amounts due, in respect of each A Master Issuer Term
Advance (and in respect of (ii) below, the principal amounts
received (if any) from the Master Issuer Swap Providers under
the relevant Master Issuer Swap Agreements in respect of the
related Series and Class of Master Issuer Notes):
12
(i) to pay amounts due and payable (in respect of
principal) on such Interest Payment Date to the
relevant Master Issuer Swap Providers in respect of
the related Series and Class of Class M Master Issuer
Notes in accordance with the terms of the relevant
Master Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class M Master Issuer Notes;
(d) then, in no order of priority between them, but in proportion
to the amounts due, in respect of each BBB Master Issuer Term
Advance (and in respect of (ii) below, the principal amounts
received (if any) from the Master Issuer Swap Providers under
the relevant Master Issuer Swap Agreements in respect of the
related Series and Class of Master Issuer Notes):
(i) to pay amounts due and payable (in respect of
principal) on such Interest Payment Date to the
relevant Master Issuer Swap Providers in respect of
the related Series and Class of Class C Master Issuer
Notes in accordance with the terms of the relevant
Master Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class C Master Issuer Notes;
(e) then, in no order of priority between them, but in proportion
to the amounts due, in respect of each BB Master Issuer Term
Advance (and in respect of (ii) below, the principal amounts
received (if any) from the Master Issuer Swap Providers under
the relevant Master Issuer Swap Agreements in respect of the
related Series and Class of Master Issuer Notes):
(i) to pay amounts due and payable (in respect of
principal) on such Interest Payment Date to the
relevant Master Issuer Swap Providers in respect of
the related Series and Class of Class D Master Issuer
Notes in accordance with the terms of the relevant
Master Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class D Master Issuer Notes;
6.6 AUTHORISED INVESTMENTS
(a) Notwithstanding the Master Issuer Security but subject to Clause 6.1
(APPLICATION), the Master Issuer Cash Manager, on behalf of the Master
Issuer and the Master Issuer Security Trustee or its appointee, may
withdraw amounts standing to the credit of the Master Issuer Accounts
from time to time for the purpose of acquiring Authorised Investments
in accordance with the terms of the Master Issuer Bank Account
Agreement and the Master Issuer Cash Management Agreement. All amounts
received in respect of any Authorised Investments (including any
amounts received as a result of a disposal under paragraph (b) below)
will be deposited into the Master Issuer Accounts.
(b) Notwithstanding the Master Issuer Security, the Master Issuer Cash
Manager, on behalf of the Master Issuer and the Master Issuer Security
Trustee or its appointee, may sell or redeem or otherwise dispose of
any Authorised Investments on any day prior to the enforcement of the
Master Issuer Security subject to the terms and conditions of this
Deed and the Master Issuer Cash Management Agreement.
13
6.7 ENFORCEMENT WHEN NOT ALL AMOUNTS DUE AND PAYABLE
If the Master Issuer Security Trustee enforces the Master Issuer
Security at a time when either no amounts or not all amounts owing in
respect of the Master Issuer Secured Liabilities have become due and
payable, the Master Issuer Security Trustee (or a Receiver) may, for
so long as no such amounts or not all such amounts have become due and
payable, pay any monies referred to in Clause 6 (Payments out of the
Master Issuer Transaction Accounts Prior to Enforcement) herein into,
and retain such monies in, an interest-bearing account (a RETENTION
ACCOUNT) to be held by it as security and applied by it in accordance
with Clause 6 (Payments out of the Master Issuer Transaction Accounts
Prior to Enforcement) herein as and when any of the amounts referred
to therein become due and payable.
7. PAYMENTS OUT OF THE MASTER ISSUER TRANSACTION ACCOUNTS UPON
ENFORCEMENT
7.1 PRIORITY OF PAYMENTS OF MASTER ISSUER PRINCIPAL RECEIPTS AND MASTER
ISSUER REVENUE RECEIPTS AFTER SERVICE OF A MASTER ISSUER NOTE
ENFORCEMENT NOTICE AND AFTER SERVICE OF A MASTER INTERCOMPANY LOAN
ACCELERATION NOTICE
(a) Following the service of a Note Enforcement Notice on the Master
Issuer and the service of a Master Intercompany Loan Acceleration
Notice on Funding all amounts received or recovered by the Master
Issuer Security Trustee (or a Receiver appointed on its behalf) shall
be applied in accordance with the order of priorities set out in
paragraph (b) below (known as the MASTER ISSUER POST-ENFORCEMENT
PRIORITY OF PAYMENTS).
(b) The Master Issuer Security Trustee will on each Interest Payment Date
or when due in respect of amounts due to the Master Issuer Account
Banks under the Master Issuer Bank Account Agreement under paragraph
(ii) below, apply amounts received or recovered following enforcement
of the Master Issuer Charged Property, subject to Clause 7.2
(Collateral provided to the Master Issuer by the Master Issuer Swap
Providers pursuant to the Master Issuer Swap Agreements), as follows:
(i) first, without priority among them, but in proportion to the
respective amounts due, to pay amounts due to:
(A) the Master Issuer Security Trustee and any Receiver
appointed by the Master Issuer Security Trustee
together with interest and any amount in respect of
VAT on those amounts and any amounts then due or to
become due to the Master Issuer Security Trustee and
the Receiver under the provisions of this Deed;
(B) the Note Trustee together with interest and any amount
in respect of VAT on those amounts and any amounts
then due or to become due and payable to the Note
Trustee under the provisions of the Master Issuer
Trust Deed; and
(C) the Agent Bank, the Paying Agents, the Registrar and
the Transfer Agent together with interest and any
amount in respect of VAT on those amounts and any
costs, charges, liabilities and expenses then due or
to become due and payable to them under the provisions
of the Master Issuer Paying Agent and Agent Bank
Agreement;
14
(ii) then, without priority among them, but in proportion to the
respective amounts due, towards payment of amounts (together
with any amount in respect of VAT on those amounts) due and
payable to the Master Issuer Cash Manager under the Master
Issuer Cash Management Agreement and to the Master Issuer
Corporate Services Provider under the Master Issuer Corporate
Services Agreement and to the Master Issuer Account Banks
under the Master Issuer Bank Account Agreement;
(iii) then, without priority among them but in proportion to the
respective amounts due, to pay amounts due to the Master
Issuer Swap Providers for each Series of Class A Master Issuer
Notes (excluding any termination payment due and payable to a
Master Issuer Swap Provider as a result of a Master Issuer
Swap Provider Default or a Master Issuer Downgrade Termination
Event) and from amounts received from the Master Issuer Swap
Providers, to pay interest due or overdue on, and to repay
principal of, the applicable Series of Class A Master Issuer
Notes;
(iv) then, without priority among them but in proportion to the
respective amounts due, to pay amounts due to the Master
Issuer Swap Providers for each Series of Class B Master Issuer
Notes (excluding any termination payment due and payable to a
Master Issuer Swap Provider as a result of a Master Issuer
Swap Provider Default or a Master Issuer Downgrade Termination
Event) and from amounts received from the Master Issuer Swap
Providers, to pay interest due or overdue on, and to repay
principal of, the applicable Series of Class B Master Issuer
Notes;
(v) then, without priority among them but in proportion to the
respective amounts due, to pay amounts due to the Master
Issuer Swap Providers for each Series of Class M Master Issuer
Notes (excluding any termination payment due and payable to a
Master Issuer Swap Provider as a result of a Master Issuer
Swap Provider Default or a Master Issuer Downgrade Termination
Event) and from amounts received from the Master Issuer Swap
Providers, to pay interest due or overdue on, and to repay
principal of, the applicable Series of Class M Master Issuer
Notes;
(vi) then, without priority among them but in proportion to the
respective amounts due, to pay amounts due to the Master
Issuer Swap Providers for each Series of Class C Master Issuer
Notes (excluding any termination payment due and payable to a
Master Issuer Swap Provider as a result of a Master Issuer
Swap Provider Default or a Master Issuer Downgrade Termination
Event) and from amounts received from the Master Issuer Swap
Providers, to pay interest due or overdue on, and to repay
principal of, the applicable Series of Class C Master Issuer
Notes;
(vii) then, without priority among them but in proportion to the
respective amounts due, to pay amounts due to the Master
Issuer Swap Providers for each Series of Class D Master Issuer
Notes (excluding any termination payment due and payable to a
Master Issuer Swap Provider as a result of a Master Issuer
Swap Provider Default or a Master Issuer Downgrade Termination
Event) and from amounts received from the Master Issuer Swap
Providers, to pay interest due or overdue on, and to repay
principal of, the applicable Series of Class D Master Issuer
Notes;
(viii) then, without priority among them but in proportion to the
respective amounts due, to pay any termination payment due to
a Master Issuer Swap Provider for each Series of Class A
Master Issuer Notes following a Master Issuer Swap Provider
Default or a Master Issuer Downgrade Termination Event;
15
(ix) then, without priority among them but in proportion to the
respective amounts due, to pay any termination payment due to
a Master Issuer Swap Provider for each Series of Class B
Master Issuer Notes following a Master Issuer Swap Provider
Default or a Master Issuer Downgrade Termination Event;
(x) then, without priority among them but in proportion to the
respective amounts due, to pay any termination payment due to
a Master Issuer Swap Provider for each Series of Class M
Master Issuer Notes following a Master Issuer Swap Provider
Default or a Master Issuer Downgrade Termination Event;
(xi) then, without priority among them but in proportion to the
respective amounts due, to pay any termination payment due to
a Master Issuer Swap Provider for each Series of Class C
Master Issuer Notes following a Master Issuer Swap Provider
Default or a Master Issuer Downgrade Termination Event; and
(xii) then, without priority among them but in proportion to the
respective amounts due, to pay any termination payment due to
a Master Issuer Swap Provider for each Series of Class D
Master Issuer Notes following a Master Issuer Swap Provider
Default or a Master Issuer Downgrade Termination Event.
7.2 COLLATERAL PROVIDED TO THE MASTER ISSUER BY THE MASTER ISSUER SWAP
PROVIDERS PURSUANT TO THE MASTER ISSUER SWAP AGREEMENTS
(a) After the service of a Master Issuer Note Enforcement Notice and
following the early termination of the Master Issuer Swap Agreement
due to an event of default, the aggregate value of all collateral
transferred to the Master Issuer under any ▇▇▇▇-to-market collateral
agreement entered into in connection with the Master Issuer Swap
Agreements by a Master Issuer Swap Provider (or any proceeds thereof)
will, subject to the deduction of the net amount (if any) due from the
relevant Master Issuer Swap Provider to the Master Issuer under such
Master Issuer Swap Agreement or any other amount due to the Master
Issuer under such Master Issuer Swap Agreement as a result of the
termination of such Master Issuer Swap Agreement, be paid to the
relevant Master Issuer Swap Provider in accordance with the terms of
the relevant Master Issuer Swap Agreement and, for the avoidance of
doubt, will not be available to the other Master Issuer Secured
Creditors.
(b) After the service of a Master Issuer Note Enforcement Notice and
following the early termination of the Master Issuer Swap Agreement
due to an event of default, all amounts standing to the credit of each
Master Issuer Swap Collateral Account after the payment of surplus
amounts, if any, due to the relevant Master Issuer Swap Provider as a
result of the application of Clause 7.2(a) may be applied: (i) by the
Master Issuer in or towards the payment of any cost (including any
premium) payable as a result of entering into a replacement swap
agreement; or (ii) by the Master Issuer Security Trustee as Master
Issuer Revenue Receipts in accordance with the relevant Master Issuer
Post-Enforcement Priority of Payments.
8. ENFORCEMENT BY THE MASTER ISSUER SECURITY TRUSTEE
8.1 MANDATORY ENFORCEMENT
(a) Subject to Clause 8.2 (ADMINISTRATIVE RECEIVER), the Master Issuer
Security Trustee will not, and will not be bound to, take any steps,
institute any proceedings, exercise its rights and/or to take any
other action under or in connection with any of the Master Issuer
Transaction Documents
16
(including, without limitation, enforcing the Master Issuer Security)
unless the Master Issuer Security Trustee:
(i) has been indemnified and/or secured to its satisfaction
against all liabilities to which is may render itself liable
or which it may incur by so doing; and
(ii) is directed to do so by:
(A) the Note Trustee; or
(B) if there are no Master Issuer Notes outstanding, all
of the other Master Issuer Secured Creditors,
(in each case, the INSTRUCTING PARTY), in which case the Master Issuer
Security Trustee will be bound to take such action in the manner
instructed by the Instructing Party, provided that the Master Issuer
Security Trustee may at all times, whether or not so instructed, take
such action in respect of any right, power or discretion which is
personal to the Master Issuer Security Trustee or is to preserve or
protect the Master Issuer Security Trustee's position or is of a
purely administrative nature.
(b) The Master Issuer Security Trustee shall not be liable to any Master
Issuer Secured Creditor for any action it may take in accordance with
any instructions received pursuant to paragraph (a) above. The Master
Issuer Security Trustee shall be entitled to seek clarification from
the relevant Instructing Party with regard to such instructions and
may in its discretion elect not to act pending receipt of such
clarification to its satisfaction from such relevant Instructing
Party.
(c) Upon being directed by the Note Trustee to enforce the Master Issuer
Security in accordance with paragraph (a)(ii) above, the Master Issuer
Security Trustee will notify the Master Issuer and the Master Issuer
Secured Creditors of such direction.
8.2 ADMINISTRATIVE RECEIVER
(a) Notwithstanding any term of this Deed, subject to paragraph (b) below,
the Master Issuer Security Trustee must enforce the Master Issuer
Security by appointing an administrative receiver in respect of the
Master Issuer if it has actual notice of:
(i) an application for the appointment of an administrator in
respect of the Master Issuer; or
(ii) the giving of a notice of intention to appoint an
administrator in respect of the Master Issuer,
and that appointment shall take effect not later than the final day by
which it must take effect in order to prevent an administration
proceeding.
(b) The Master Issuer Security Trustee is not liable for any failure to
appoint an administrative receiver in respect of the Master Issuer,
save in the case of its own gross negligence, wilful default or fraud
and, for the avoidance of doubt:
(i) nothing in this Clause 8.2 (ADMINISTRATIVE RECEIVER) shall be
construed so as to impose on the Master Issuer Security
Trustee any obligation to indemnify any administrative
receiver appointed by it pursuant to this Clause 8.2
(ADMINISTRATIVE RECEIVER) except to the extent of (and from)
the cash and assets comprising the Master Issuer Security held
by the Master Issuer Security Trustee at such time; and
17
(ii) the Master Issuer Security Trustee shall have no liability if,
having used its reasonable endeavours, it is unable to find a
person who is willing to be appointed as an administrative
receiver on the terms as to indemnification referred to in
paragraph (b)(i) above.
(c) The Master Issuer Security Trustee shall not be liable to any Master
Issuer Secured Creditor for any action it may take in accordance with
paragraph (a) above.
(d) The Master Issuer hereby waives any claims against the Master Issuer
Security Trustee in respect of any appointment made pursuant to this
Clause 8.2.
9. ENFORCEMENT OF MASTER ISSUER SECURITY
9.1 GENERAL
(a) For the purposes of all powers implied by statute, the Master Issuer
Secured Liabilities are deemed to have become due and payable on the
date of this Deed.
(b) Section 103 of the Law of Property Act 1925 (the 1925 ACT)
(restricting the power of sale) and Section 93 of the 1925 Act
(restricting the right of consolidation) do not apply to the Security
Interests comprised in the Master Issuer Security.
9.2 NOTE EVENT OF DEFAULT
The Master Issuer Security will become immediately enforceable upon
the occurrence of a Note Event of Default or, if there are no Master
Issuer Notes outstanding, upon failure by the Master Issuer to pay any
other Master Issuer Secured Liability on its due date (subject to any
applicable grace period).
9.3 PRIVILEGES
The Master Issuer Security Trustee and each Receiver is entitled to
all the rights, powers, privileges and immunities conferred by the
1925 Act on mortgagees and receivers duly appointed under the 1925
Act, except that Section 103 of the 1925 Act does not apply.
9.4 POWER OF SALE
The power of sale and other powers conferred by Section 101 of the
1925 Act, as extended and varied by this Deed, will be immediately
exercisable at any time after the Master Issuer Security has become
enforceable.
9.5 EXTENSION OF THE 1925 ACT
(a) The statutory powers of leasing conferred on the Master Issuer
Security Trustee are extended so as to authorise the Master Issuer
Security Trustee to lease, make agreements for leases, accept
surrenders of leases and grant options as the Master Issuer Security
Trustee may think fit and without the need to comply with any
provision of Section 99 or 100 of the ▇▇▇▇ ▇▇▇.
(b) The statutory powers of sale and the other powers conferred on the
Master Issuer Security Trustee by Section 101(1) and (2) of the 1925
Act are extended so as to authorise the Master Issuer Security Trustee
(upon such terms as the Master Issuer Security Trustee may think fit
and in accordance with the terms of this Deed) to:
18
(i) make demand in the name of the other Master Issuer Secured
Creditors or in its own right for any moneys and liabilities
in respect of the Master Issuer Charged Property; and
(ii) do all or any of the things or exercise all or any of the
powers referred to in Clause 11 (Powers of Receiver) herein as
if each of them was expressly conferred on the Master Issuer
Security Trustee by this Deed.
9.6 MORTGAGEE IN POSSESSION
(a) Neither the Master Issuer Security Trustee nor any Receiver will be
liable, by reason of the Master Issuer Security or entering into
possession of a Master Issuer Charged Property, to account as
mortgagee or security holder in possession or for any loss on
realisation or for any default or omission for which a mortgagee or
security holder in possession might be liable.
(b) Each of the Master Issuer Security Trustee, the other Master Issuer
Secured Creditors and any Receiver will not take any action (other
than, in the case of the other Master Issuer Secured Creditors, with
the Master Issuer Security Trustee's prior written consent) which
would be likely to lead to the Master Issuer Security Trustee or the
other Master Issuer Secured Creditors becoming a mortgagee or security
holder in possession in respect of any Master Issuer Charged Property.
9.7 PROTECTION OF THIRD PARTIES
No person (including a purchaser) dealing with the Master Issuer
Security Trustee or any Receiver or its or his agents will be
concerned to enquire:
(a) whether the Master Issuer Secured Liabilities remain
outstanding or have become payable;
(b) whether any power which the Master Issuer Security Trustee or
that Receiver is purporting to exercise has become exercisable
or is being properly exercised; or
(c) how any money paid to the Master Issuer Security Trustee or to
that Receiver is to be applied,
and the protections afforded to purchasers from a mortgagee by Section
104 and 107 of the 1925 Act and to persons dealing with an
administrative receiver by Section 42(3) of the Insolvency ▇▇▇ ▇▇▇▇
will apply.
9.8 CONTINGENCIES
If the Master Issuer Security is enforced at a time when no amount is
due in respect of the Master Issuer Secured Liabilities or any of the
Master Issuer Secured Liabilities are contingent or future, the Master
Issuer Security Trustee or any Receiver may pay the proceeds of any
recoveries effected by it into any interest-bearing account to be held
by it as security and applied in accordance with the terms and
conditions of this Deed and the Master Issuer Cash Management
Agreement.
9.9 DISPOSAL OF MASTER ISSUER CHARGED PROPERTY
Notwithstanding the other provisions of this Clause 9 (Enforcement of
Master Issuer Security), if the Master Issuer Security has become
enforceable otherwise than by reason of a default in payment of any
amount due on the Class A Master Issuer Notes (or, once the Class A
Master Issuer Notes have been redeemed in full, the Class B Master
Issuer Notes or, once the Class A Master Issuer Notes and the Class B
Master Issuer Notes have been redeemed in full, the Class M Master
Issuer Notes or,
19
once the Class A Master Issuer Notes, the Class B Master Issuer Notes
and the Class M Master Issuer Notes have been redeemed in full, the
Class C Master Issuer Notes or, once the Class A Master Issuer Notes,
the Class B Master Issuer Notes, the Class M Master Issuer Notes and
the Class C Master Issuer Notes have been redeemed in full, the Class
D Master Issuer Notes), the Master Issuer Security Trustee will not be
entitled to dispose of any of the Master Issuer Charged Property
unless either a sufficient amount would be realised to allow discharge
in full of all amounts owing to the Class A Noteholders (and, once all
of the Class A Noteholders have been repaid, the Class B Noteholders
and, once all the Class A Noteholders and the Class B Noteholders have
been repaid, the Class M Noteholders and, once all the Class A
Noteholders, the Class B Noteholders and the Class M Noteholders have
been repaid, the Class C Noteholders and, once all the Class A
Noteholders, the Class B Noteholders, the Class M Noteholders and the
Class C Noteholders have been repaid, the Class D Noteholders) or the
Master Issuer Security Trustee is of the sole opinion, which shall be
binding on the Master Issuer Secured Creditors, reached after
considering at any time and from time to time the advice of any
financial adviser (or such other professional advisers reasonably
selected by the Master Issuer Security Trustee for the purpose of
giving such advice), that the cash flow prospectively receivable by
the Master Issuer will not (or that there is a significant risk that
it will not) be sufficient, having regard to any other relevant
actual, contingent or prospective liabilities of the Master Issuer, to
discharge in full in due course all amounts owing to the Class A
Noteholders (or, once all of the Class A Noteholders have been repaid,
the Class B Noteholders or once all the Class A Noteholders and the
Class B Noteholders have been repaid, the Class M Noteholders or once
all the Class A Noteholders, the Class B Noteholders and the Class M
Noteholders have been repaid, the Class C Noteholders or once all the
Class A Noteholders, the Class B Noteholders, the Class M Noteholders
and the Class C Noteholders have been repaid, the Class D
Noteholders). The fees and expenses of the aforementioned financial
adviser or other professional adviser selected by the Master Issuer
Security Trustee shall be paid by the Master Issuer.
10. RECEIVER
10.1 APPOINTMENT OF RECEIVER
(a) Except as provided below, the Master Issuer Security Trustee may
appoint any one or more persons to be a Receiver of all or any part of
the Master Issuer Charged Property if the Master Issuer Security has
become enforceable.
(b) Any appointment under paragraph (a) above may be by deed, under seal
or in writing under its hand.
(c) Except as provided below, any restriction imposed by law on the right
of a mortgagee to appoint a Receiver (including under section 109(1)
of the ▇▇▇▇ ▇▇▇) does not apply to this Deed.
(d) The Master Issuer Security Trustee is not entitled to appoint a
Receiver solely as a result of:
(i) the obtaining of a moratorium; or
(ii) anything done with a view to obtaining a moratorium,
under the Insolvency ▇▇▇ ▇▇▇▇.
20
10.2 REMOVAL
The Master Issuer Security Trustee may by writing under its hand
(subject to any requirement for an order of the court in the case of
an administrative receiver) remove any Receiver appointed by it and
may, whenever it thinks fit, appoint a new Receiver in the place of
any Receiver whose appointment may for any reason have terminated. The
Master Issuer Security Trustee may apply to the court for an order
removing an administrative receiver.
10.3 REMUNERATION
The Master Issuer Security Trustee may fix the remuneration of any
Receiver appointed by it and the maximum rate specified in Section
109(6) of the 1925 Act will not apply. The Master Issuer will pay the
remuneration of any Receiver in accordance with the terms and in the
manner agreed from time to time between the relevant Receiver and the
Master Issuer Security Trustee, subject to the terms and conditions of
this Deed.
10.4 AGENT OF THE MASTER ISSUER
(a) A Receiver will be deemed to be the agent of the Master Issuer for all
purposes and accordingly will be deemed to be in the same position as
a Receiver duly appointed by a mortgagee under the 1925 Act. The
Master Issuer alone is responsible for the contracts, engagements,
acts, omissions, defaults and losses of a Receiver and for liabilities
incurred by a Receiver.
(b) If a liquidator of the Master Issuer is appointed, the Receiver will
act as principal and not as agent of the Master Issuer Security
Trustee.
(c) The Master Issuer Security Trustee will not incur any liability
(either to the Master Issuer or to any other person) by reason of the
appointment of a Receiver.
10.5 RELATIONSHIP WITH MASTER ISSUER SECURITY TRUSTEE
To the fullest extent allowed by law, any right, power or discretion
conferred by this Deed (either expressly or impliedly) or by law on a
Receiver may, after the Master Issuer Security becomes enforceable, be
exercised by the Master Issuer Security Trustee in relation to any
Master Issuer Charged Property without first appointing a Receiver and
notwithstanding the appointment of a Receiver.
11. POWERS OF RECEIVER
11.1 GENERAL
(a) A Receiver has all of the rights, powers and discretions set out below
in this Clause in addition to those conferred on it by any law; this
includes:
(i) in the case of an administrative receiver, all the rights,
powers and discretions conferred on an administrative receiver
under the Insolvency ▇▇▇ ▇▇▇▇; and
(ii) otherwise, all the rights, powers and discretions conferred on
a receiver (or a receiver and manager) under the 1925 Act and
the Insolvency ▇▇▇ ▇▇▇▇.
21
(b) If there is more than one Receiver holding office at the same time,
each Receiver may (unless the document appointing him states
otherwise) exercise all of the powers conferred on a Receiver under
this Deed individually and to the exclusion of any other Receiver.
11.2 POSSESSION
A Receiver may take immediate possession of, get in and collect any
Master Issuer Charged Property.
11.3 CARRY ON BUSINESS
A Receiver may carry on any business of the Master Issuer in any
manner he thinks fit.
11.4 EMPLOYEES
(a) A Receiver may appoint and discharge managers, officers, agents,
accountants, servants, workmen and others for the purposes of this
Deed upon such terms as to remuneration or otherwise as he thinks fit.
(b) A Receiver may discharge any person appointed by the Master Issuer.
11.5 BORROW MONEY
A Receiver may raise and borrow money either unsecured or on the
security of any Master Issuer Charged Property either in priority to
the Master Issuer Security or otherwise and generally on any terms and
for whatever purpose which he thinks fit.
11.6 SALE OF ASSETS
(a) A Receiver may sell, exchange, convert into money and realise any
Master Issuer Charged Property by public auction or private contract
and generally in any manner and on any terms which he thinks fit.
(b) The consideration for any such transaction may consist of cash,
debentures or other obligations, shares, stock or other valuable
consideration and any such consideration may be payable in a lump sum
or by instalments spread over any period which he thinks fit.
(c) Fixtures, other than landlord's fixtures, may be severed and sold
separately from the property containing them without the consent of
the Master Issuer.
11.7 LEASES
A Receiver may let any Master Issuer Charged Property for any term and
at any rent (with or without a premium) which he thinks fit and may
accept a surrender of any lease or tenancy of any Master Issuer
Charged Property on any terms which he thinks fit (including the
payment of money to a lessee or tenant on a surrender).
11.8 COMPROMISE
A Receiver may settle, adjust, refer to arbitration, compromise and
arrange any claim, account, dispute, question or demand with or by any
person who is or claims to be a creditor of the Master Issuer or
relating in any way to any Master
22
Issuer Charged Property, provided that, any such claim has priority to
or ranks pari passu with this Deed.
11.9 LEGAL ACTIONS
A Receiver may bring, prosecute, enforce, defend and abandon any
action, suit or proceedings in relation to any Master Issuer Charged
Property which he thinks fit.
11.10 RECEIPTS
A Receiver may give a valid receipt for any moneys and execute any
assurance or thing which may be proper or desirable for realising any
Master Issuer Charged Property.
11.11 SUBSIDIARIES
A Receiver may form a Subsidiary of the Master Issuer and transfer to
that Subsidiary any Master Issuer Charged Property.
11.12 DELEGATION
A Receiver may delegate his powers in accordance with this Deed.
11.13 LENDING
A Receiver may lend money or advance credit to any customer of the
Master Issuer.
11.14 PROTECTION OF ASSETS
A Receiver may:
(a) effect any repair or insurance and do any other act which the
Master Issuer might do in the ordinary conduct of its business
to protect or improve any Master Issuer Charged Property;
(b) commence and/or complete any building operation; and
(c) apply for and maintain any planning permission, building
regulation approval or any other authorisation,
in each case as he thinks fit.
11.15 UNCALLED CAPITAL
A Receiver may call up or require the directors of the Master Issuer
to call up any uncalled capital of the Master Issuer.
11.16 PAYMENT OF EXPENSES
A Receiver may pay and discharge, out of the profits and income of the
Master Issuer Charged Property and any moneys made by it in carrying
on the business of the Master Issuer, the expenses incurred by it in
connection with the carrying on and management of that business or in
the exercise of any of the powers conferred by this Clause or
otherwise in respect of the Master Issuer Charged
23
Property and all other expenses which it shall think fit to pay and
will apply the residue of those profits and income in accordance with
the terms and conditions of this Deed.
11.17 OTHER POWERS
A Receiver may:
(a) do all other acts and things which he may consider desirable
or necessary for realising any Master Issuer Charged Property
or incidental or conducive to any of the rights, powers or
discretions conferred on a Receiver under or by virtue of this
Deed or law;
(b) exercise in relation to any Master Issuer Charged Property all
the powers, authorities and things which he would be capable
of exercising if he were the absolute beneficial owner of that
Master Issuer Charged Property; and
(c) use the name of the Master Issuer for any of the above
purposes.
12. MODIFICATION, AUTHORISATION, WAIVER, AND CONSENT
12.1 MODIFICATIONS TO TRANSACTION DOCUMENTS
Subject to Clause 12.2 below, the Master Issuer Security Trustee shall
concur with any person in making any modifications to any Master
Issuer Transaction Document only (for so long as the Master Issuer
Notes remain outstanding) if so directed by the Note Trustee.
12.2 MODIFICATIONS TO ANY FUNDING AGREEMENT OR THE MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE
(a) Without prejudice to (i) Clause 12.1 above; and (ii) Clause 25.8 of
the Funding Deed of Charge, subject to paragraph (b) below, the Master
Issuer Security Trustee shall be required to give its consent to any
modifications to any Funding Agreement or the Master Definitions and
Construction Schedule that are requested by Funding or the Cash
Manager, provided that Funding or the Cash Manager, as the case may
be, has certified to the Master Issuer Security Trustee in writing
that such modifications are required in order to accommodate:
(i) Master Issuer Notes to be issued and/or Master Issuer Term
Advances to be made available by the Master Issuer to Funding
under the Master Intercompany Loan Agreement;
(ii) the entry into by Funding into New Intercompany Loan
Agreements, the issue of new types of notes by New Issuers or
the issue of notes by Funding directly;
(iii) the addition of other relevant Funding Secured Creditors to
the Transaction Documents;
(iv) the assignment of New Loans or their Related Security to the
Mortgages Trustee;
(v) amendments to the representations and warranties set out in
Schedule 1 of the Mortgage Sale Agreement;
(vi) changes to the Funding Reserve Fund Required Amount, the
Funding Liquidity Reserve Required Amount and/or the manner in
which the Funding Reserve Fund or the Funding Liquidity
Reserve Fund is funded;
24
(vii) different Interest Payment Dates and/or Interest Periods for
any Master Issuer Notes to be issued by the Master Issuer
(including modification of the Interest Payment Dates and/or
Interest Periods and/or the basis for the calculation of
interest in respect of any outstanding Master Issuer Notes
and/or the Funding Interest Payment Dates and/or the Interest
Period and/or the basis for the calculation of interest in
respect of any outstanding Master Issuer Term Advances under
the Master Intercompany Loan Agreement); and/or
(viii) changes to be made to the definitions of Asset Trigger Event
and Non-Asset Trigger Event.
(b) The Master Issuer Security Trustee shall only be required to make the
modifications set out in paragraph (a) above if the Master Security
Trustee is satisfied that:
(i) in respect of the matter set out in paragraphs (a)(i) to (v),
the conditions precedent to:
(A) Master Issuer Notes being issued by the Master Issuer
and/or Master Issuer Term Advances being made
available to Funding (as set out in Condition 15 and
Clause 3 of the Master Intercompany Loan Agreement);
(B) New Notes being issued by New Issuers or by Funding
directly and/or New Intercompany Loans being made
available to Funding;
(C) the assignment of New Loans to the Mortgages Trustee
(as set out in Clause 4 of the Mortgage Sale
Agreement); and/or
(D) amending the representations and warranties set out in
Schedule 1 of the Mortgage Sale Agreement,
have been satisfied; and
(ii) in respect of the matters set out in paragraphs (a)(i) to
(a)(viii) inclusive, the Master Issuer Security Trustee has
received written confirmation from each of the Rating Agencies
that the relevant modifications will not result in a
reduction, qualification or withdrawal of the current ratings
of the Master Issuer Notes.
(c) Each Master Issuer Secured Creditor hereby acknowledges that
the Master Issuer Security Trustee is required to make the
modifications set out in paragraph (a) above (subject to
paragraph (b)), and each Master Issuer Secured Creditor
further acknowledges that such modifications may adversely
affect the manner in which the Mortgages Trustee allocates
monies to Funding and/or the amount of monies available to
Funding and to the Master Issuer to meet the Funding Secured
Liabilities and the Master Issuer Secured Liabilities. Each
Master Issuer Secured Creditor agrees that such modifications
shall be binding on it and unless the Master Issuer Security
Trustee otherwise agrees, notice thereof shall be given by the
Master Issuer Cash Manager to the Master Issuer Secured
Creditors (including the Noteholders) as soon as practicable
after the modifications have been made.
12.3 FURTHER ASSURANCE
Each of the Master Issuer Secured Creditors agrees from time to time
to do and perform such other and further acts and execute and deliver
any and all such other documents and instruments as may be required by
law or requested by the other party at the other party's expense to
establish, maintain and
25
protect the rights and remedies of the other party and carry out and
effect the intent and purpose of this Clause 12.
12.4 AUTHORISATION OR WAIVER
The Master Issuer Security Trustee shall waive or authorise (without
prejudice to its rights in respect of any further or other breach) any
breach or proposed breach by the Master Issuer or any other person of
any of the covenants or provisions of any Master Issuer Transaction
Document only if so directed by the Note Trustee so long as there are
any Master Issuer Notes outstanding.
12.5 REQUESTS FOR CONSENT OR APPROVAL
If a request is made to the Master Issuer Security Trustee by the
Master Issuer or any other person to give its consent or approval to
any event, matter or thing, then:
(a) if any Master Issuer Transaction Document specifies that the
Master Issuer Security Trustee is required to give its consent
or approval to that event, matter or thing if certain
specified conditions are satisfied in relation to that event,
matter or thing, then the Master Issuer Security Trustee will
give its consent or approval to that event, matter or thing
upon being satisfied that those specified conditions have been
satisfied; and
(b) in any other case, the Master Issuer Security Trustee shall
give its consent or approval to that event, matter or thing
only if so directed by the Note Trustee so long as there are
any Master Issuer Notes outstanding.
12.6 BINDING ON MASTER ISSUER SECURED CREDITORS
Any modification, authorisation, waiver, consent or approval provided
under this Clause will be binding on all of the Master Issuer Secured
Creditors.
12.7 ADDITIONAL TERMS AND CONDITIONS
Any modification, authorisation, waiver, consent or approval provided
under this Clause may be made or given on such terms and subject to
such conditions (if any) as the Note Trustee may direct so long as
there are any Notes outstanding.
12.8 NOTICE TO MASTER ISSUER SECURED CREDITORS
If required by the Master Issuer Security Trustee, the Master Issuer
will as soon as practicable notify:
(a) the Noteholders in accordance with the Conditions; and
(b) each of the other Master Issuer Secured Creditors in
accordance with this Deed,
in each case, of any modification, authorisation or waiver made under
this Clause.
13. ADDITIONAL PROVISIONS REGARDING THE MASTER ISSUER SECURITY TRUSTEE
13.1 INCORPORATION OF MASTER ISSUER TRUST DEED PROVISIONS
(a) Without prejudice to the other provisions of this Deed and except as
set out below, the following Clauses of the Master Issuer Trust Deed
are incorporated in and will apply, mutatis mutandis, to this
26
Deed (and for that purpose references in that Clause to "these
presents" or to "this Deed" will be construed as references to this
Deed and references in that Clause to "the Note Trustee" will be
construed as references to the Master Issuer Security Trustee):
(i) Clause 12 (Investment by Note Trustee);
(ii) Clause 14 (Remuneration and indemnification of the Note
Trustee);
(iii) Clause 15 (Supplement to Trustee Acts);
(iv) Clause 16 (Note Trustee's liability);
(v) Clause 17 (Note Trustee contracting with Master Issuer and
others);
(vi) Clause 21 (Eligibility and Disqualification; New Note
Trustee);
(vii) Clause 22 (Note Trustee's retirement and removal); and
(viii) Clause 23 (Note Trustee's powers to be additional).
(b) Clause 14 (Remuneration and indemnification of the Note Trustee) of
the Master Issuer Trust Deed will be amended so that:
(i) the last sentence of clause 14.1(a) is deleted and replaced by
the following:
"Such remuneration shall accrue from day to day and be payable
up to and including the date when the Master Issuer Security
Period has expired and the Master Issuer Security Trustee has
released, reassigned and/or discharged the Master Issuer
Charged Property from the Master Issuer Security as provided
under this Deed."; and
(ii) each of the references to the Master Issuer Security Trustee
in clauses 14.5, 14.6 and 14.7 include a reference to any
Receiver appointed by the Master Issuer Security Trustee.
(c) The following words shall be added to the end of clause 15(x)(ii)
before the final full stop:
", provided that if the Master Issuer Security Trustee is required to
appoint an administrative receiver pursuant to clause 8.2
(ADMINISTRATIVE RECEIVER) of the Master Issuer Deed of Charge, the
Master Issuer Security Trustee agrees that it is adequately
indemnified and secured in respect of such appointment by virtue of
its rights against the Master Issuer under the Master Issuer Deed of
Charge and the security that it has in respect of such rights."
13.2 NO TRANSFER OF OBLIGATIONS
Notwithstanding anything else in this Deed, the Master Issuer Security
Trustee does not assume and will not be obliged to perform any
obligations of any other Party.
13.3 NO OBLIGATION TO INSURE
The Master Issuer Security Trustee shall not be under any obligation
to insure in respect of any of the Master Issuer Charged Property or
to require any other person to maintain any such insurance.
27
14. MASTER ISSUER SECURITY POWER OF ATTORNEY
Immediately upon execution of this Deed, the Master Issuer will
execute and deliver to the Master Issuer Security Trustee the Master
Issuer Security Power of Attorney. The Master Issuer Security Trustee
confirms that it may only exercise the powers conferred under the
Master Issuer Security Power of Attorney in the circumstances set out
in paragraph 1 of the Master Issuer Security Power of Attorney.
15. FURTHER ASSURANCES
The Master Issuer must, at its own expense, take whatever action the
Master Issuer Security Trustee or a Receiver may require for:
(a) creating, perfecting or protecting any security intended to be
created by this Deed; or
(b) facilitating the realisation of any Master Issuer Charged
Property, or the exercise of any right, power or discretion
exercisable, by the Master Issuer Security Trustee or any
Receiver or any of its delegates or sub-delegates in respect
of any Master Issuer Charged Property.
This includes:
(i) the execution of any transfer, conveyance, assignment or
assurance of any property, whether to the Master Issuer
Security Trustee or to its nominee; or
(ii) the giving of any notice, order or direction and the making of
any registration,
which, in any such case, the Master Issuer Security Trustee
may think expedient.
16. ADDITIONAL PROVISIONS RELATING TO THE MASTER ISSUER SECURITY
16.1 CONTINUING SECURITY
The Master Issuer Security will remain in force as continuing security
for the Master Issuer Secured Liabilities notwithstanding any
settlement of account or the existence at any time of a credit balance
on any Master Issuer Transaction Account or other account or any other
act, event or matter.
16.2 NO MERGER
The Master Issuer Security is in addition to, and will not be merged
in, or in any way exclude or prejudice any other Security Interest or
other right which the Master Issuer Security Trustee or any other
Master Issuer Secured Creditor may now or at any time have (or would
apart from the Master Issuer Security have) as regards the Master
Issuer or any other person in respect of the Master Issuer Secured
Liabilities.
16.3 AVOIDANCE OF SECURITY OR PAYMENT
(a) If an amount paid to the Master Issuer Security Trustee, the
Noteholders or any of the other Master Issuer Secured Creditors under
a Master Issuer Transaction Document is capable of being avoided or
reduced by virtue of any provisions or enactments relating to
bankruptcy, insolvency or liquidation for the time being in force or
otherwise, then that amount will not be considered to have been
irrevocably paid for the purposes of this Deed.
28
(b) Any settlement, discharge or release between the Master Issuer and the
Master Issuer Security Trustee (or any Receiver) will be conditional
upon no security or payment granted or made to the Master Issuer
Security Trustee (or any Receiver, as the case may be) by the Master
Issuer or any other person being avoided or reduced by virtue of any
provisions or enactments relating to bankruptcy, insolvency or
liquidation for the time being in force.
(c) If any security or payment is avoided or reduced in the circumstances
described in paragraph (a) above, then the Master Issuer Security
Trustee (or any Receiver, as the case may be) will be entitled to
recover the value or amount of such security or payment from the
Master Issuer as if the relevant settlement, discharge or release had
not occurred.
16.4 RETENTION OF MASTER ISSUER SECURITY
(a) If the Master Issuer Security Trustee has reasonable grounds for
believing that the Master Issuer may be unable to pay its debts as
they fall due as at the date of any payment made by the Master Issuer
to the Master Issuer Security Trustee, the Noteholders or any of the
other Master Issuer Secured Creditors, then the Master Issuer Security
Trustee may retain the Master Issuer Security until the expiry of a
period of (subject to paragraph (b) below) one month plus the
statutory period within which any assurance, security, guarantee or
payment can be avoided or invalidated after the payment and discharge
in full of all Master Issuer Secured Liabilities notwithstanding any
release, settlement, discharge or arrangement which may be given or
made by the Master Issuer Security Trustee on, or as a consequence of,
such payment or discharge of liability.
(b) If, at any time within the period referred to in paragraph (a) above,
any person presents a petition, or files documents with a court or any
registrar for the winding-up or administration of the Master Issuer or
any analogous proceedings are commenced by or against the Master
Issuer, the Master Issuer Security Trustee may continue to retain the
Master Issuer Security for such further period as it may determine and
the Master Issuer Security will be deemed to continue to be held as
security for the payment and discharge to the Master Issuer Security
Trustee of all of the Master Issuer Secured Liabilities.
16.5 CHANGE OF NAME, ETC.
This Deed will remain valid and enforceable notwithstanding any change
in the name, composition or constitution of the Master Issuer Security
Trustee or the Master Issuer or any merger, amalgamation or
consolidation by the Master Issuer Security Trustee or the Master
Issuer with any other corporation.
16.6 NEGATIVE PLEDGE
The Master Issuer shall not, save for the Master Issuer Security, or
with the prior written consent of the Master Issuer Security Trustee,
or unless otherwise permitted under any of the Master Issuer
Transaction Documents, create or permit to subsist any Security
Interest whatsoever, however created or arising (unless arising by
operation of law) over any of its property, assets or undertakings
present or future (including any uncalled capital) or any interest,
estate, right, title or benefit therein or use, invest or dispose of,
including by way of sale or the grant of any Security Interest of
whatsoever nature or otherwise deal with, or agree or attempt or
purport to sell or otherwise dispose of (in each case whether by one
or a series of transactions) or grant any option or right to acquire
any such property, assets or undertaking present or future.
29
17. SET-OFF
(a) The Master Issuer Security Trustee may at any time following a Note
Event of Default (without notice and notwithstanding any settlement of
account or other matter):
(i) combine or consolidate all or any existing accounts of the
Master Issuer whether in its own name or jointly with others
and held by it or any Master Issuer Secured Creditor;
(ii) set-off or transfer all or any part of any credit balance or
any sum standing to the credit of any account referred to in
paragraph (a) above (whether or not the same is due to the
Master Issuer from the Master Issuer Security Trustee or
relevant Master Issuer Secured Creditor and whether or not the
credit balance and the account in debit or the Master Issuer
Secured Liabilities are expressed in the same currency) in or
towards satisfaction of any of the Master Issuer Secured
Liabilities; and/or
(iii) in its discretion, estimate the amount of any liability of the
Master Issuer which is contingent or unascertained and set-off
such estimated amount.
(b) No amount will be payable by the Master Issuer Security Trustee to the
Master Issuer unless and until all Master Issuer Secured Liabilities
have been ascertained and fully repaid or discharged.
18. RELEASE
18.1 UPON DISCHARGE OF MASTER ISSUER SECURED LIABILITIES
At the end of the Master Issuer Security Period, the Master Issuer
Security Trustee will, at the cost of the Master Issuer, take whatever
action is necessary to release the Master Issuer Charged Property from
the Master Issuer Security to, or to the order of, the Master Issuer.
18.2 AUTHORISED INVESTMENTS
Upon the Master Issuer or the Master Issuer Cash Manager on its behalf
making a disposal of an Authorised Investment charged under this Deed
and provided that the proceeds of such disposal are paid into a Master
Issuer Account in accordance with the terms of this Deed and the
Master Issuer Cash Management Agreement, such Authorised Investment
will be deemed to be released from the Master Issuer Security the
Master Issuer Security Trustee will, at the request and cost of the
Master Issuer take whatever action is necessary to release that
Authorised Investment from the Master Issuer Security.
18.3 MASTER ISSUER TRANSACTION ACCOUNTS
For the avoidance of doubt, all amounts which the Master Issuer Cash
Manager (on behalf of the Master Issuer and the Master Issuer Security
Trustee or its appointee) is permitted to withdraw from the Master
Issuer Transaction Account pursuant to Clause 6.2 (PRIORITY OF
PAYMENTS FOR MASTER ISSUER REVENUE RECEIPTS PRIOR TO SERVICE OF A
MASTER ISSUER NOTE ENFORCEMENT NOTICE AND PRIOR TO THE SERVICE OF A
MASTER INTERCOMPANY LOAN ACCELERATION NOTICE) and Clause 6.3 (PRIORITY
OF PAYMENTS OF MASTER ISSUER PRINCIPAL RECEIPTS PRIOR TO SERVICE OF A
MASTER ISSUER NOTE ENFORCEMENT NOTICE AND PRIOR TO THE SERVICE OF A
MASTER INTERCOMPANY LOAN ACCELERATION NOTICE) will be deemed to be
released from the Master Issuer Security upon the relevant withdrawal
provided that, where the relevant amount is transferred to another
30
Master Issuer Transaction Account, it will become subject to the
Master Issuer Security in respect of that other Master Issuer
Transaction Account.
18.4 NO LIABILITY FOR LOSS
The Master Issuer Security Trustee will not be liable to the Master
Issuer or any other person for any loss, costs, claims or liabilities
arising in connection with its acting upon a request made under this
Clause and/or any release made under this Clause.
19. MASTER ISSUER REPRESENTATIONS AND UNDERTAKINGS
19.1 TITLE
The Master Issuer represents to the Master Issuer Security Trustee
that it is the beneficial owner of the Master Issuer Charged Property
and the Master Issuer Charged Property is free of any Security
Interests (except for those created by or under this Deed) and any
other rights or interests (including any licences) in favour of third
parties.
19.2 NO RESTRICTION
As at the Programme Date, none of its property, assets and/or
undertaking are subject to any restriction (whether contractual or
otherwise) that may render the Security Interests granted by the
Master Issuer under this Deed ineffective or which otherwise prohibit
the grant of such Security Interests.
19.3 STEPS TAKEN
The Master Issuer represents to the Master Issuer Security Trustee
that it has taken all necessary steps to enable it to create the
Master Issuer Security in accordance with this Deed and has taken no
actions or steps to prejudice its rights, title and interest in, to
and under the Master Issuer Charged Property.
19.4 MASTER ISSUER TRANSACTION DOCUMENTS
The Master Issuer represents to the Master Issuer Security Trustee
that:
(a) each Master Issuer Transaction Document is its legally
binding, valid, and enforceable obligation except that no
representation is given as to the effect of applicable
insolvency laws or equitable principles on the enforceability
of any Master Issuer Transaction Document; and
(b) it is not in default of any of its obligations under any
Master Issuer Transaction Document.
19.5 CENTRE OF MAIN INTERESTS AND ESTABLISHMENT
(a) The Master Issuer represents to the Master Issuer Security Trustee
that its "centre of main interests" for the purposes of the Insolvency
Regulation and the UNCITRAL Implementing Regulations is in England and
it does not have any "establishment" (as defined in the Insolvency
Regulation and the UNCITRAL Implementing Regulations) other than in
England.
(b) The Master Issuer undertakes to conduct its business and affairs such
that, at all relevant times, its "centre of main interests" for the
purposes of the Insolvency Regulation and the UNCITRAL
31
Implementing Regulations will be and remain in England and it will not
have any "establishment" (as defined in the Insolvency Regulation and
the UNCITRAL Implementing Regulations) other than in England.
19.6 TAXATION
(a) If, after due and careful consideration, the Master Issuer considers
that it would be in its best interests to elect into, and to be
subject to corporation tax in accordance with, the permanent regime
for securitisation companies pursuant to The Taxation of
Securitisation Companies Regulations 2006 (SI 2006/3296) (the
REGULATIONS), the Master Issuer undertakes to make such an election
within the requisite time limits therefor and in the form required by
the Regulations;
(b) the securing of a tax advantage (as defined in section 709(1) of the
Income and Corporation Taxes Act 1988) for any other person has not
been and is not the main purpose or one of the main purposes of the
Master Issuer in entering into the Transaction Documents to which it
is a party;
(c) in respect of each accounting period of the Master Issuer, the only
amounts retained by the Master Issuer have been and will be amounts
reasonably required to provide for losses or expenses arising from its
business or to maintain or enhance its creditworthiness, and its
profit (as provided for in paragraph 3 of Schedule 2 to the Master
Issuer Cash Management Agreement); and
(d) the Master Issuer's assets have been and will consist only of
"financial assets" as defined in the Regulations.
19.7 TIMES FOR MAKING REPRESENTATIONS
(a) The representations set out in this Deed (including in this Clause)
are made on the date of this Deed.
(b) Unless a representation is expressed to be given at a specific date,
each representation under this Deed is deemed to be repeated by the
Master Issuer on the date of each Issue.
(c) When a representation is repeated, it is applied to the circumstances
existing at the time of repetition.
20. EVIDENCE OF INDEBTEDNESS
In any action, proceedings or claim relating to this Deed or the
Master Issuer Security, any statement (which will contain information
in reasonable detail in support thereof) as to:
(a) any amount due to any Master Issuer Secured Creditor;
(b) all or any part of the Master Issuer Secured Liabilities; or
(c) any amounts which have been notified to the Master Issuer
Security Trustee as being amounts due to any Master Issuer
Secured Creditor,
in each case, which is certified as being correct by an officer of the
Master Issuer Security Trustee or an officer of the relevant Master
Issuer Secured Creditor will be conclusive evidence that such amount
is in fact due and payable.
21. RIGHTS CUMULATIVE
The respective rights of the Master Issuer Security Trustee and any
Receiver under this Deed:
32
(a) may be exercised as often as necessary;
(b) are cumulative and not exclusive of its rights under the
general law; and
(c) may be waived only in writing and specifically.
Delay in exercising or non-exercise of any right is not a waiver of
that right.
22. SEVERABILITY
If a term of this Deed is or becomes illegal, invalid or unenforceable
in any jurisdiction, that will not affect:
(a) the legality, validity or enforceability in that jurisdiction
of any other term of this Deed; or
(b) the legality, validity or enforceability in any other
jurisdiction of that or any other term of this Deed.
23. COUNTERPARTS
This Deed may be executed and delivered in any number of counterparts
(including by facsimile), all of which, taken together, shall
constitute one and the same deed and any Party may enter into the same
by executing and delivering a counterpart (including by facsimile).
24. TRUST INDENTURE ACT PREVAILS
If any provision of this Deed limits, qualifies or conflicts with
another provision which is required to be included in this Deed by,
and is not subject to a contractual waiver under, the U.S. Trust
Indenture Act of 1939 (the "ACT"), as amended, the required provision
of the Act shall prevail.
25. NOTICES
25.1 IN WRITING
Any communication in connection with this Deed must be in writing and,
unless otherwise stated, may be given in person, by post or by fax.
Unless it is agreed to the contrary, any consent or agreement required
under this Deed must be given in writing.
25.2 PARTY DETAILS
The contact details of each Party for all communications in connection
with this Deed are those set out below:
(a) MASTER ISSUER: ▇▇▇▇▇▇ Master Issuer PLC
Abbey ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Regent's Place
London NW1 3AN
For the attention of: The Company Secretary
Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
33
with a copy to: Abbey House (AAM129)
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of: Securitisation Team, Retail
Credit Risk
Facsimile: ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇
(b) MASTER ISSUER SECURITY The Bank of New York, London
Branch
TRUSTEE AND NOTE TRUSTEE: ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of: Corporate Trust Services
Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇/6399
(c) PRINCIPAL PAYING AGENT The Bank of New York, London
AND AGENT BANK: Branch
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of: Corporate Trust Services
Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇/6399
(d) REGISTRAR AND The Bank of New York (Luxembourg)
TRANSFER AGENT: S.A.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Grand Duchy of Luxembourg
For the attention of: ▇▇▇▇▇ Bun
Facsimile: + 352 34 20 90 60 35
(e) U.S. PAYING AGENT: The Bank of New York, New York
Branch
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
For the attention of: Corporate Trust Services
Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇/6399
(f) MASTER ISSUER SWAP PROVIDERS:
Master Issuer Swap Provider: Deutsche Bank AG, London Branch
Winchester House
1 Great ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
For the attention of: Legal Department
Facsimile: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇
Master Issuer Swap Provider: Barclays Bank PLC
▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇
34
For the attention of: Derivatives Director, Legal
Division (marked Urgent)
Facsimile: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇
Master Issuer Swap Provider: Credit Suisse (USA), Inc.
Address: ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇
▇▇▇
Facsimile: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
For the attention of: ▇▇▇ ▇. ▇▇▇▇▇
with a copy to: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇
Master Issuer Swap Provider: HSBC Bank plc
Address: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Facsimile: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
For the attention of: Swaps and Derivatives
Processing
with a copy to: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Master Issuer Swap Provider: HSBC USA Inc.
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇
▇▇▇
Facsimile: TO BE ADVISED
For the attention of: General Counsel
with a copy to: ▇▇▇▇▇@▇▇.▇▇▇▇.▇▇▇
Master Issuer Swap Provider: UBS AG, London Branch
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
35
For the attention of: Structured Confirmations
Client Manager/
▇▇▇▇▇▇▇ Pallara
Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
with a copy to: ▇▇-▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
(g) MASTER ISSUER Abbey National plc
CASH MANAGER AND Abbey National House
MASTER ISSUER STERLING ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
ACCOUNT BANK: ▇▇▇▇▇▇'▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of: The Company Secretary
Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
with a copy to: Abbey House (AAM129)
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of: Securitisation Team, Retail
Credit Risk
Facsimile: ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇
(h) MASTER ISSUER NON-STERLING Citibank N.A., London Branch
ACCOUNT BANK: Citigroup Centre
Canada Square
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
(i) MASTER ISSUER Wilmington Trust SP Services
CORPORATE SERVICES PROVIDER: (London) Limited
Tower 42
International Financial Centre
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
For the attention of: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
(J) RATING AGENCIES:
Fitch: Fitch Ratings Limited
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
For the attention of: SF Surveillance
36
Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Moody's: ▇▇▇▇▇'▇ Investors Services
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
For the attention of: Asset Backed Finance and
▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
S&P: Standard & Poor's
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of: Structured Finance Surveillance
Group
Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
25.3 CHANGES
Any party may change its contact details by giving five London
Business Days' notice to the other parties.
25.4 EFFECTIVENESS
(a) Except as provided below, any notice in connection with this Deed will
be deemed to be given as follows:
(i) if delivered in person, at the time of the delivery;
(ii) if posted, five days after being deposited in the post,
postage prepaid, in a correctly addressed envelope; and
(iii) if by fax, when received in legible form.
(b) A communication given under paragraph (a) above but received on a
non-working day or after business hours in the place of receipt will
only be deemed to be given on the next working day in that place.
26. LANGUAGE
(a) Any notice given in connection with this Deed must be in English.
(b) Any other document provided in connection with this Deed must be:
(i) in English; or
(ii) accompanied by a certified English translation. In this case,
the English translation prevails unless the document is a
statutory or other official document.
37
27. LAW AND JURISDICTION
27.1 GOVERNING LAW
This Deed and all matters arising out of or in connection with it
shall be governed by, and construed in accordance with, English law
(provided that any terms of this Agreement which are particular to
Scots law shall be construed in accordance with the laws of Scotland).
27.2 SUBMISSION TO JURISDICTION
For the benefit of the Master Issuer Noteholders, the Master Issuer,
the Note Trustee, the Agent Bank, the Master Issuer Account Banks, the
Master Issuer Swap Providers and the Master Issuer Security Trustee:
(a) all the parties agree that the courts of England are, subject
to paragraphs (b) and (c), to have exclusive jurisdiction to
settle any disputes which may arise in connection with the
creation, validity, effect, interpretation or performance of,
or the legal relationships established by, this Deed
(including, without limitation, claims for set-off or
counterclaim) or otherwise arising in connection with the
jurisdiction of the English courts;
(b) the agreement contained in paragraph (a) is included for the
benefit of the Master Issuer Noteholders, the Master Issuer,
the Note Trustee, the Agent Bank, the Master Issuer Account
Banks and the Master Issuer Security Trustee. Accordingly,
notwithstanding the exclusive agreement in paragraph (a), the
Master Issuer Noteholders, the Master Issuer, the Note
Trustee, the Agent Bank, the Master Issuer Account Banks and
the Master Issuer Security Trustee shall retain the right to
bring proceedings in any court which has jurisdiction
otherwise than by virtue of the agreement in this Clause 27.2;
(c) the US Paying Agent, the Registrar and the Transfer Agent each
irrevocably waives any objections on the ground or venue or
forum non conveniens or any similar ground;
(d) the US Paying Agent, the Registrar and the Transfer Agent each
irrevocably agrees that a judgment or order of any court
referred to in this Clause in connection with this Deed is
conclusive and binding on it and may be enforced against it in
the courts of any other jurisdiction; and
(e) the US Paying Agent, the Registrar and the Transfer Agent each
irrevocably consents to service of process by mail or in any
other manner permitted by the relevant law.
27.3 WAIVER OF TRIAL BY JURY
Each party waives any right it may have to a jury trial of any claim
or cause of action in connection with any finance document or any
transaction contemplated by any finance document. This Deed may be
filed as a written consent to trial by court.
27.4 AGENT FOR PROCESS
The US Paying Agent, the Registrar and the Transfer Agent each shall
at all times maintain an agent for service of process of any other
documents in proceedings in England or any proceedings in connection
with this Deed. Such agent shall be the Principal Paying Agent having
its office at One Canada Square, London E14 5AL (and by execution of
this Deed, the Principal Paying Agent hereby
38
accepts such appointment). Any writ, judgment or other notice of legal
process shall be sufficiently served on the Master Issuer if delivered
to such agent at its address for the time being. The US Paying Agent,
the Registrar and the Transfer Agent each undertakes not to revoke the
authority of the above agent and if, for any reason, the Master Issuer
Security Trustee requests the US Paying Agent, the Registrar or the
Transfer Agent to do so, the US Paying Agent, the Registrar and the
Transfer Agent shall promptly appoint another such agent with an
address in England and advise the Note Trustee, the Master Issuer Swap
Providers, the Corporate Services Provider and the Master Issuer
Security Trustee thereof. If following such a request the US Paying
Agent, the Registrar or the Transfer Agent fails to appoint another
agent the Master Issuer Security Trustee shall be entitled to appoint
one on their behalf.
The US Paying Agent, the Registrar and the Transfer Agent each agrees
that failure by a process agent to notify the US Paying Agent, the
Registrar or the Transfer Agent of the process will not invalidate the
proceedings concerned.
28. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a Party has no rights under the Contracts (Rights
of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of these presents, but
this does not affect any right or remedy of a third party which exists
or is available apart from that Act.
THIS DEED has been executed as a deed by each of the parties and delivered on
the date stated at the beginning of this Deed.
THE MASTER ISSUER
EXECUTED as a DEED by )
▇▇▇▇▇▇ MASTER ISSUER PLC )
acting by ) /S/ ▇▇▇▇ ▇▇▇▇▇▇
Director /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Director/Secretary
THE MASTER ISSUER SECURITY TRUSTEE
EXECUTED and DELIVERED as a DEED by )
THE BANK OF NEW YORK, ) /S/ ▇▇▇▇▇ ▇▇▇
LONDON BRANCH )
acting by its authorised signatory )
Authorised Signatory:
39
THE NOTE TRUSTEE
EXECUTED and DELIVERED as a DEED by ) /S/ ▇▇▇▇▇ ▇▇▇
THE BANK OF NEW YORK, )
LONDON BRANCH )
acting by its authorised signatory )
Authorised Signatory:
PRINCIPAL PAYING AGENT
EXECUTED and DELIVERED as a DEED by ) /S/ ▇▇▇▇▇ ▇▇▇
THE BANK OF NEW YORK, )
LONDON BRANCH )
acting by its authorised signatory )
Authorised Signatory:
REGISTRAR
EXECUTED and DELIVERED as a DEED by ) /S/ ▇▇▇▇▇ ▇▇▇
THE BANK OF NEW YORK, )
(LUXEMBOURG) S.A. )
acting by its authorised signatory )
Authorised Signatory:
TRANSFER AGENT
EXECUTED and DELIVERED as a DEED by ) /S/ ▇▇▇▇▇ ▇▇▇
THE BANK OF NEW YORK, )
(LUXEMBOURG) S.A. )
acting by its authorised signatory )
Authorised Signatory:
40
AGENT BANK
EXECUTED and DELIVERED as a DEED by ) /S/ ▇▇▇▇▇ ▇▇▇
THE BANK OF NEW YORK, )
LONDON BRANCH )
acting by its authorised signatory )
Authorised Signatory:
U.S. PAYING AGENT
EXECUTED as a DEED on behalf of ) /S/ ▇▇▇▇▇ ▇▇▇
THE BANK OF NEW YORK, )
NEW YORK BRANCH )
acting by its authorised signatory )
Authorised Signatory:
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by )
DEUTSCHE BANK AG, ) /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
LONDON BRANCH )
acting by its duly authorised attorney ) /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By:
Name:
Witness Signature: /S/ ▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇
Address DEUTSCHE BANK, LONDON
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by )
BARCLAYS BANK PLC ) /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
acting by its duly authorised attorney )
By:
Name:
Witness Signature: /S/ ▇▇▇▇ ▇▇
Name: ▇▇▇▇ ▇▇
Address ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
41
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by ) /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
CREDIT SUISSE (USA), INC. ) (VICE PRESIDENT)
acting by its duly authorised attorney )
By:
Name:
Witness Signature: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇
Name: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇
Address 7200 KIT CREEK ROAD,
BUILDING 11,
RESEARCH ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by ) /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
HSBC BANK PLC )
acting by its duly authorised attorney )
By:
Name:
Witness Signature: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Address 8 CANADA SQUARE, LONDON
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by ) /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
HSBC USA, INC. )
acting by its duly authorised attorney )
By:
Name:
Witness Signature: /S/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Address ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
42
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by ) /S/ FLEUR ▇▇▇▇▇▇▇ (DIRECTOR)
UBS AG )
acting by its duly authorised attorney )
By:
Name:
Witness Signature: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Address DIRECTOR, TRADED PRODUCTS LEGAL
MASTER ISSUER CASH MANAGER
EXECUTED as a DEED by )
ABBEY NATIONAL PLC ) /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
acting by its duly authorised attorney )
By:
Name:
Witness Signature: /S/ ▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇
Address ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
MASTER ISSUER STERLING ACCOUNT BANK
EXECUTED as a DEED by )
)
ABBEY NATIONAL PLC ) /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
acting by its duly authorised attorney )
By:
Name:
Witness Signature: /S/ ▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇
Address ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
43
MASTER ISSUER NON-STERLING ACCOUNT BANK
EXECUTED as a DEED by )
CITIBANK N.A., ) /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
LONDON BRANCH )
acting by its duly authorised attorney )
By:
Name:
Witness Signature: /S/ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Name: /S/ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Address: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
MASTER ISSUER CORPORATE SERVICES PROVIDER
EXECUTED as a DEED by )
WILMINGTON TRUST SP SERVICES ) /S/ ▇▇▇▇ ▇▇▇▇▇▇
(LONDON) LIMITED )
acting by its duly authorised attorney )
Witness Signature: /S/ ▇.▇▇▇▇▇
Name: ▇.▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
44
SCHEDULE 1
FORM OF NOTICE OF CHARGE
From: ▇▇▇▇▇▇ Master Issuer PLC (the MASTER ISSUER)
To: [Relevant party name[s]]
Copy: The Bank of New York, London Branch (the MASTER ISSUER SECURITY
TRUSTEE)
[date]
Dear Sirs,
We hereby give you notice that by a deed of charge dated 28 November 2006 (as
amended and restated by a deed of charge dated 28 March 2007), both of which
were made between the Master Issuer, the Master Issuer Security Trustee and
others (the MASTER ISSUER DEED OF CHARGE), the Master Issuer charged to the
Master Issuer Security Trustee all of its right, title, interest and benefit,
present and future, in, to and under the [insert relevant agreement name[s]]
dated [insert date] (each as defined in the Master Issuer Master Definitions
and Construction Schedule signed on the date hereof by, inter alios, the Master
Issuer and the [relevant party name[s]] and made, in each case, between,
amongst others, the Master Issuer and the [relevant party name[s]].
You are authorised and instructed henceforth to deal with the Master Issuer
Security Trustee in relation to our rights (but not our obligations) under the
[insert relevant agreement name[s]] without further reference to us.
This notice is irrevocable. Please acknowledge receipt of this notice to the
Master Issuer Security Trustee on the attached Consent to Charge.
Yours faithfully,
..........................
For and on behalf of
▇▇▇▇▇▇ MASTER ISSUER PLC
45
SCHEDULE 2
FORM OF CONSENT TO CHARGE
From: [Relevant Party Name[s]]
To: The Bank of New York (the MASTER ISSUER SECURITY TRUSTEE)
▇▇▇▇▇▇ Master Issuer PLC (the MASTER ISSUER)
[date]
Dear Sirs,
We hereby acknowledge receipt of the notice of charge dated [date] relating to
the Master Issuer Deed of Charge (as defined therein) as adequate notice of the
charge described therein.
We agree to deal only with the Master Issuer Security Trustee in relation to
the Master Issuer's rights (but not its obligations) under the [relevant
agreement name[s]] referred to, and as defined in, such notice without any
reference to the Master Issuer.
We have not received from any other person any notice of charge of or any
interest in the [relevant agreement name[s]].
Yours faithfully,
..........................
For and on behalf of
[Relevant party name]
..........................
For and on behalf of
[Relevant party name]
46
SCHEDULE 3
FORM OF ACCESSION DEED
THIS DEED is made on [date]
BETWEEN
(1) ▇▇▇▇▇▇ MASTER ISSUER PLC, a company incorporated in England and Wales
with limited liability (registered number 5953811), and having its
registered office at Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the MASTER ISSUER);
(2) THE BANK OF NEW YORK, LONDON BRANCH acting through its offices at ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as
the MASTER ISSUER SECURITY TRUSTEE, which expression includes such
company and all other persons or companies for the time being acting
as security trustee or security trustees under this Deed);
(3) THE BANK OF NEW YORK, LONDON BRANCH acting through its offices at ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as
the NOTE TRUSTEE, which expression includes such company and all other
persons or companies for the time being acting as trustee or trustees
for the Noteholders under the Master Issuer Trust Deed);
(4) THE BANK OF NEW YORK, LONDON BRANCH acting through its offices at ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as
the PRINCIPAL PAYING AGENT appointed by the Master Issuer under the
Master Issuer Paying Agent and Agent Bank Agreement);
(5) THE BANK OF NEW YORK, LONDON BRANCH acting through its offices at ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as
the AGENT BANK appointed by the Master Issuer under the Master Issuer
Paying Agent and Agent Bank Agreement);
(6) THE BANK OF NEW YORK (LUXEMBOURG) S.A., a societe anonyme incorporated
in the Grand Duchy of Luxembourg, and having its registered office at
Aerogolf Center, ▇▇, ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of
Luxembourg (acting in its capacity as the REGISTRAR appointed by the
Master Issuer under the Master Issuer Paying Agent and Agent Bank
Agreement);
(7) THE BANK OF NEW YORK (LUXEMBOURG) S.A., a societe anonyme incorporated
in the Grand Duchy of Luxembourg, and having its registered office at
Aerogolf Center, ▇▇, ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of
Luxembourg (in its capacity as the TRANSFER AGENT appointed by the
Master Issuer under the Master Issuer Paying Agent and Agent Bank
Agreement to administer the transfer of Master Issuer Notes);
(8) THE BANK OF NEW YORK, NEW YORK BRANCH acting through its offices at
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ (acting in its capacity as the
U.S. PAYING AGENT appointed by the Master Issuer under the Master
Issuer Paying Agent and Agent Bank Agreement );
(9) DEUTSCHE BANK AG, LONDON BRANCH, a corporation domiciled in Frankfurt
am Main, Germany, operating in the United Kingdom under branch
registration number BR000005, acting through its London branch at
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (acting
in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of the
2006-1 Notes);
47
(10) BARCLAYS BANK PLC, a public limited company incorporated in England
and Wales with limited liability (registered number 1026167), and
acting through its office at ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(acting in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of
the 2006-1 Notes);
(11) CREDIT SUISSE (USA), INC. Credit Suisse (USA), Inc., ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ (acting in its capacity as a
MASTER ISSUER SWAP PROVIDER in respect of the 2007-1 Notes)
(12) HSBC BANK PLC, a public limited company incorporated in England and
Wales with limited liability (registered number 00014259), and having
its registered office at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(acting in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of
the 2007-1 Notes)
(13) HSBC USA, INC. HSBC USA, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ (acting in its capacity as a MASTER ISSUER SWAP PROVIDER in
respect of the 2007-1 Notes);
(14) UBS AG, LONDON BRANCH, a corporation domiciled in Basel, Switzerland,
operating in the United Kingdom under branch registration number
BR004507, acting through its London branch at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (acting in its capacity as a MASTER ISSUER SWAP
PROVIDER in respect of the 2007-1 Notes);
(15) ABBEY NATIONAL PLC, a public limited company incorporated in England
and Wales with limited liability (registered number 2294747), and
having its registered office at Trinity Abbey National House, ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as the
MASTER ISSUER CASH MANAGER appointed by the Master Issuer under the
Master Issuer Cash Management Agreement);
(16) ABBEY NATIONAL PLC, a public limited company incorporated in England
and Wales with limited liability (registered number 229474), and
having its registered office at Trinity Abbey National House, ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as a
MASTER ISSUER STERLING ACCOUNT BANK appointed by the Master Issuer
under the Master Issuer Bank Agreement);
(17) CITIBANK N.A., LONDON BRANCH acting through its offices at Citigroup
Centre, Canada Square, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its
capacity as a MASTER ISSUER NON-STERLING ACCOUNT BANK appointed by the
Master Issuer under the Master Issuer Bank Agreement);
(18) WILMINGTON TRUST SP SERVICES (LONDON) LIMITED, a company incorporated
in England and Wales, with limited liability (registered number
2548079) whose registered office is at Tower 42, International
Financial Centre, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (acting in its
capacity as the MASTER ISSUER CORPORATE SERVICES PROVIDER, which
expression shall include such person and all other persons for the
time being acting as master issuer corporate services provider to the
Master Issuer pursuant to the Master Issuer Corporate Services
Agreement);
(19) [Any other additional of Master Issuer Secured Creditor.]; and
(20) [ ] (the "NEW MASTER ISSUER SECURED CREDITOR").
NOW THIS DEED WITNESSES AS FOLLOWS
48
WHEREAS
(A) Pursuant to the terms of a [describe agreement] (the "AGREEMENT")
dated [date] made between the Master Issuer and the New Master Issuer
Secured Creditor, the Master Issuer has agreed to [describe nature of
the obligations of the Master Issuer under the Agreement].
(B) The Master Issuer has agreed to provide the Master Issuer Security
Trustee with the benefit of the security described in the Master
Issuer Deed of Charge to secure the Master Issuer's obligations to the
Master Issuer Secured Creditors.
(C) The terms of the Master Issuer Deed of Charge permit the Master Issuer
to secure its obligations to a New Master Issuer Secured Creditor
thereunder.
(D) The New Master Issuer Secured Creditor has agreed to enter into this
Deed to accede to the provisions of the Master Issuer Deed of Charge.
(E) The Master Issuer Secured Creditors have agreed to enter into this
Deed to, among other things, acknowledge and agree to such accession
and to permit any consequential changes to the Master Issuer Priority
of Payments set out in Clauses 6 (and to the Schedule 2 of the Master
Issuer Cash Management Agreement referred to therein) and 7 of the
Master Issuer Deed of Charge as are required and any other amendment
as may be required to give effect to this Deed.
1. INTERPRETATION
The Amended and Restated Master Issuer Master Definitions and
Construction Schedule signed for the purposes of identification by
▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇▇ and May on [*]2007 (as the same may be
amended, varied or supplemented from time to time with the consent of
the parties to this Deed) (the MASTER ISSUER MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) are expressly and specifically incorporated
into this Deed and, accordingly, the expressions defined in the Master
Issuer Master Definitions and Construction Schedule shall, except
where the context otherwise requires and save where otherwise defined
herein, have the same meanings in this Deed, including the Recitals
hereto and this Deed shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Master Issuer
Master Definitions and Construction Schedule.
2. REPRESENTATIONS AND WARRANTIES
2.1 The New Master Issuer Secured Creditor hereby represents and warrants
to the Master Issuer Security Trustee and each of the Master Issuer
Secured Creditors in respect of itself that as of the date of this
Deed:
(a) pursuant to the terms of the Agreement, the Master Issuer has
agreed to pay to the New Master Issuer Secured Creditor the
amount (if any) [describe in relation to the Agreement]; and
(b) the Agreement expressly provides that all amounts due from the
Master Issuer thereunder are to be secured by the Master
Issuer Deed of Charge.
2.2 The Master Issuer hereby represents and warrants to the Master Issuer
Security Trustee and each of the Master Issuer Secured Creditors that
as at the date of this Deed, the conditions to incurring further
Master Issuer Secured Liabilities are satisfied.
49
3. ACCESSION
In consideration of the New Master Issuer Secured Creditor being
accepted as a Master Issuer Secured Creditor for the purposes of the
Master Issuer Deed of Charge by the parties thereto as from the date
of this Deed, the New Master Issuer Secured Creditor:
(a) confirms that as from [date], it intends to be a party to the
Master Issuer Deed of Charge as a Master Issuer Secured
Creditor;
(b) undertakes to comply with and be bound by all of the
provisions of the Master Issuer Master Definitions and
Construction Schedule (as the same may be amended, varied or
restated from time to time) and the Master Issuer Deed of
Charge in its capacity as a Master Issuer Secured Creditor, as
if it had been an original party thereto;
(c) undertakes to perform comply with and be bound by all of the
provisions of the Master Issuer Deed of Charge in its capacity
as a Master Issuer Secured Creditor, as if it had been an
original party thereto as provided in Clause 4.5 (Master
Issuer Secured Creditors) (including without limitation
Clauses 6 (Payments out of the Master Issuer Transaction
Accounts Prior to Enforcement) and 7 (Payments out of the
Master Issuer Transaction Accounts Upon Enforcement); and
(d) agrees that the Master Issuer Security Trustee shall be the
Master Issuer Security Trustee of the Master Issuer Deed of
Charge for all Master Issuer Secured Creditors upon and
subject to the terms set out in the Master Issuer Deed of
Charge.
4. SCOPE OF THE MASTER ISSUER DEED OF CHARGE
The Master Issuer, the New Master Issuer Secured Creditor and the
Master Issuer Security Trustee hereby agree that for relevant purposes
under the Master Issuer Deed of Charge and the Master Issuer Master
Definitions and Construction Schedule:
(a) the Agreement shall be a Master Issuer Transaction Document;
and
(b) the New Master Issuer Secured Creditor shall be a Master
Issuer Secured Creditor.
5. [AMENDMENT TO THE MASTER ISSUER PRIORITY OF PAYMENTS]
[The Master Issuer Secured Creditors agree to amend and restate the
Master Issuer Priority of Payments set out in Schedule 2 of the Master
Issuer Cash Management Agreement and Clauses 6 and 7 of the Master
Issuer Deed of Charge in accordance with Appendix 1 hereto.]
6. APPLICATION
Prior to and following enforcement of the Master Issuer Security all
amounts at any time held by the Master Issuer, the Master Issuer Cash
Manager or the Master Issuer Security Trustee in respect of the
security created under this Deed shall be held and/or applied by such
person subject to and in accordance with the relevant provisions of
the Master Issuer Cash Management Agreement or the Master Issuer Deed
of Charge.
7. NOTICES AND DEMANDS
50
Any notice or communication under or in connection with this Deed, the
Master Issuer Deed of Charge or the Master Issuer Master Definitions
Schedule shall be given in the manner and at the times set out in
Clause 25 (Notices) of the Master Issuer Deed of Charge to the
addresses given in this Clause or at such other address as the
recipient may have notified to the other parties hereto and/or thereto
in writing.
The address referred to in this Clause 7 for the New Master Issuer
Secured Creditor is:
[name and address]
For the attention of: [ ]
Telephone: [ ]
Facsimile: [ ]
or such other address and/or numbers as the New Master Issuer Secured
Creditor may notify to the parties to the Master Issuer Deed of Charge
in accordance with the provisions thereof.
8. TRUST INDENTURE ACT PREVIALS
If any provision of this Deed limits, qualifies or conflicts with
another provision which is required to be included in this Deed by,
and is not subject to a contractual waiver under, the U.S. Trust
Indenture Act of 1939 (the "ACT"), as amended, the required provision
of the Act shall prevail.
9. CHOICE OF LAW
This Deed is governed by and shall be construed in accordance with
English law.
DULY EXECUTED AND DELIVERED AS A DEED by each of the parties hereto or on its
behalf on the date appearing on page 1.
THE MASTER ISSUER
EXECUTED as a DEED by )
▇▇▇▇▇▇ MASTER ISSUER PLC )
acting by )
Director
Director/Secretary
THE MASTER ISSUER SECURITY TRUSTEE
EXECUTED and DELIVERED as a DEED by )
THE BANK OF NEW YORK, )
LONDON BRANCH )
acting by its authorised signatory )
Authorised Signatory:
51
THE NOTE TRUSTEE
EXECUTED and DELIVERED as a DEED by )
THE BANK OF NEW YORK, )
LONDON BRANCH )
acting by its authorised signatory )
Authorised Signatory:
PRINCIPAL PAYING AGENT
EXECUTED and DELIVERED as a DEED by )
THE BANK OF NEW YORK, )
LONDON BRANCH )
acting by its authorised signatory )
Authorised Signatory:
REGISTRAR
EXECUTED and DELIVERED as a DEED by )
THE BANK OF NEW YORK, )
(LUXEMBOURG) S.A. )
acting by its authorised signatory )
Authorised Signatory:
TRANSFER AGENT
EXECUTED and DELIVERED as a DEED by )
THE BANK OF NEW YORK, )
(LUXEMBOURG) S.A. )
acting by its authorised signatory )
Authorised Signatory:
AGENT BANK
EXECUTED and DELIVERED as a DEED by )
THE BANK OF NEW YORK, )
LONDON BRANCH )
acting by its authorised signatory )
Authorised Signatory:
52
U.S. PAYING AGENT
EXECUTED as a DEED on behalf of )
THE BANK OF NEW YORK, )
NEW YORK BRANCH )
acting by its authorised signatory )
Authorised Signatory:
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by )
DEUTSCHE BANK AG, )
LONDON BRANCH )
acting by its duly authorised attorney )
By:
Name:
Witness Signature:
Name:
Address
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by )
BARCLAYS BANK PLC )
acting by its duly authorised attorney )
By:
Name:
Witness Signature:
Name:
Address
53
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by )
CREDIT SUISSE (USA), INC. )
acting by its duly authorised attorney )
By:
Name:
Witness Signature:
Name:
Address
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by )
HSBC BANK PLC )
acting by its duly authorised attorney )
By:
Name:
Witness Signature:
Name:
Address
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by )
HSBC USA, INC. )
acting by its duly authorised attorney )
By:
Name:
Witness Signature:
Name:
Address
54
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by )
UBS AG )
acting by its duly authorised attorney )
By:
Name:
Witness Signature:
Name:
Address
MASTER ISSUER CASH MANAGER
EXECUTED as a DEED by )
ABBEY NATIONAL PLC )
acting by its duly authorised attorney )
By:
Name:
Witness Signature:
Name:
Address
MASTER ISSUER STERLING ACCOUNT BANK
EXECUTED as a DEED by )
)
ABBEY NATIONAL PLC )
acting by its duly authorised attorney )
By:
Name:
Witness Signature:
Name:
Address
55
MASTER ISSUER NON-STERLING ACCOUNT BANK
EXECUTED as a DEED by )
CITIBANK N.A., )
LONDON BRANCH )
acting by its duly authorised attorney )
By:
Name:
Witness Signature:
Name:
Address
MASTER ISSUER CORPORATE SERVICES PROVIDER
EXECUTED as a DEED by )
WILMINGTON TRUST SP SERVICES )
(LONDON) LIMITED )
acting by its duly authorised attorney )
Witness Signature:
Name:
Address
NEW MASTER ISSUER SECURED CREDITOR
EXECUTED as a DEED by )
[ ] )
acting by )
directors/a director and the secretary )
Director
Director/Secretary
56
SCHEDULE 4
FORM OF MASTER ISSUER SECURITY POWER OF ATTORNEY
THIS POWER OF ATTORNEY is made on [date]by ▇▇▇▇▇▇ MASTER ISSUER PLC (registered
number 5953811) whose registered office is Abbey National House, 2 ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the PRINCIPAL).
WHEREAS:
(1) By virtue of a deed of charge (the MASTER ISSUER DEED OF CHARGE) dated
[*]2007 between, inter alios, the Principal, the Master Issuer
Security Trustee, the Note Trustee, the Agent Bank, the Principal
Paying Agent, the Registrar, the Transfer Agent, the Master Issuer
Cash Manager, the Master Issuer Account Banks, the Master Issuer
Corporate Services Provider and the Master Issuer Swap Providers (each
as referred to therein) provision was made for the execution by the
Principal of this Power of Attorney.
(2) Words and phrases in this Power of Attorney shall (save where
expressed to the contrary) have the same meanings respectively as the
words and phrases in the Master Issuer Deed of Charge.
NOW THIS POWER OF ATTORNEY WITNESSETH:
1. The Principal hereby irrevocably and by way of security for the
performance of the covenants, conditions, obligations and undertakings
on the part of the Principal contained in the Master Issuer Deed of
Charge appoints The Bank of New York, London Branch and any other
person or persons for the time being the security trustee or security
trustees of and under the Master Issuer Deed of Charge (the ATTORNEY)
and any receiver (including any administrative receiver) and any
manager (the RECEIVER) and/or administrator (the ADMINISTRATOR)
appointed from time to time by the Attorney or on its behalf its true
and lawful attorney for and in the Principal's name or otherwise
jointly and severally to do any act matter or thing which the
Attorney, Receiver or Administrator considers in each case bona fide
necessary for the protection or preservation of the Attorney's
interests and rights in and to the Master Issuer Charged Property or
which ought to be done under the covenants, undertakings and
provisions contained in the Master Issuer Deed of Charge on or at any
time after the service of a Note Enforcement Notice or in any other
circumstances where the Attorney has become entitled to take the steps
referred to in Clauses 9.4 (POWER OF SALE) to 9.9 (DISPOSAL OF MASTER
ISSUER CHARGED PROPERTY) (inclusive) of the Master Issuer Deed of
Charge including (without limitation) any or all of the following:
(a) to do every act or thing which the Attorney, Receiver or
Administrator may deem to be necessary, proper or expedient
for fully and effectually vesting, transferring or assigning
the Master Issuer Security and/or the Master Issuer Charged
Property or any part thereof and/or the Principal's estate,
right, title, benefit and/or interest therein or thereto in or
to the Attorney and its successors in title or other person or
persons entitled to the benefit thereof in the same manner and
as fully and effectually in all respects as the Principal
could have done; and
(b) the power by writing under its hand by an officer of the
Attorney (including every Receiver appointed under the Master
Issuer Deed of Charge) from time to time to appoint a
substitute attorney (each a SUBSTITUTE) who shall have power
to act on behalf of the Principal as if
57
that Substitute shall have been originally appointed Attorney
by this Power of Attorney and/or to revoke any such
appointment at any time without assigning any reason therefor.
2. In favour of the Attorney, any Receiver and/or Administrator and/or
Substitute, or a person dealing with any of them and the successors
and assigns of such a person, all acts done and documents executed or
signed by the Attorney, a Receiver, an Administrator or a Substitute
in the purported exercise of any power conferred by this Power of
Attorney shall for all purposes be valid and binding on the Principal
and its successors and assigns.
3. The Principal irrevocably and unconditionally undertakes to indemnify
the Attorney and each Receiver and/or Administrator and/or Substitute
appointed from time to time by the Attorney and their respective
estates (each an INDEMNIFIED PARTY) against all actions, proceedings,
claims, costs, expenses and liabilities of every description arising
from the exercise, or the purported exercise, of any of the powers
conferred by this Power of Attorney, save where the same arises as the
result of the fraud, negligence or wilful default of the relevant
Indemnified Party or its officers or employees.
4. The provisions of Clause 3 shall continue in force after the
revocation or termination, howsoever arising, of this Power of
Attorney.
5. The laws of England shall apply to this Power of Attorney and the
interpretation thereof and to all acts of the Attorney and each
Receiver and/or Administrator and/or Substitute carried out or
purported to be carried out under the terms hereof.
6. The Principal hereby agrees at all times hereafter to ratify and
confirm whatsoever the said Attorney or its attorney or attorneys or
any Receiver or Administrator or Substitute shall properly and
lawfully do or cause to be done in and concerning the Master Issuer
Security Trustee's Master Issuer Security and/or the Master Issuer
Charged Property.
IN WITNESS WHEREOF this Power of Attorney has been executed and delivered as a
deed by the Principal the day and year first before written.
EXECUTED as a DEED by )
▇▇▇▇▇▇ MASTER ISSUER PLC )
acting by its attorney )
in the presence of: )
(as attorney for ▇▇▇▇▇▇ MASTER ISSUER PLC)
Witness's Signature:...................
Name: .................................
Address:...............................
58