AMENDED AND RESTATED BANK ACCOUNT AGREEMENT EXHIBIT 4.12
21 NOVEMBER 2007
PERMANENT FUNDING (NO. 1) LIMITED
AS FUNDING 1
AND
PERMANENT FUNDING (NO. 2) LIMITED
AS FUNDING 2
AND
PERMANENT MORTGAGES TRUSTEE LIMITED
AS MORTGAGES TRUSTEE
AND
BANK OF SCOTLAND PLC
AS CASH MANAGER, SELLER AND ACCOUNT BANK
AND
THE BANK OF NEW YORK
AS FUNDING 1 SECURITY TRUSTEE AND FUNDING 2 SECURITY TRUSTEE
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation.......................................1
2. The Funding 1 Transaction Account, the Funding 1 GIC Account, the
Funding 2 Transaction Account, the Funding 2 GIC Account and the
Mortgages Trustee GIC Account........................................2
3. Payment..............................................................3
4. Mandates.............................................................3
5. Acknowledgement by the Account Bank..................................4
6. Certification, Indemnity and Acceleration Notice.....................5
7. Change of Funding 1 Security Trustee and Funding 2 Security
Trustee or Account Bank..............................................7
8. Termination..........................................................7
9. Further Assurance...................................................10
10. Confidentiality.....................................................11
11. Costs...............................................................11
12. Notices.............................................................11
13. Interest............................................................12
14. Withholding.........................................................12
15. Tax Status..........................................................13
16. Entire Agreement....................................................13
17. Assignment..........................................................13
18. The Funding 1 Security Trustee and Funding 2 Security Trustee.......14
19. Amendments, Waivers and Consents....................................14
20. Exclusion of Third Party Rights.....................................14
21. Counterparts and Severability.......................................14
22. Governing Law.......................................................14
23. Submission to Jurisdiction..........................................15
SCHEDULE
1. Forms of Mandate....................................................16
2. Forms of Notice of Charge and Acknowledgement.......................17
Part 1 Notice of Charge - Funding 1 Transaction Account/Funding
1 GIC Account..............................................17
Part 2 Acknowledgement - Funding 1 Transaction Account/Funding
1 GIC Account..............................................19
Part 3 Notice of Charge - Funding 2 Transaction Account/Funding
2 GIC Account..............................................20
Part 4 Acknowledgement - Funding 2 Transaction Account/Funding
2 GIC Account..............................................22
Signatories..................................................................23
THIS AMENDED AND RESTATED BANK AGREEMENT (this AGREEMENT) is made as a deed on
21 November 2007
BETWEEN:
(1) PERMANENT FUNDING (NO. 1) LIMITED (registered number 4267660), a
private limited company incorporated under the laws of England and
Wales, whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ (FUNDING 1);
(2) PERMANENT FUNDING (NO. 2) LIMITED (registered number 4441772), a
private limited company incorporated under the laws of England and
Wales whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ (FUNDING 2);
(3) PERMANENT MORTGAGES TRUSTEE LIMITED (registered number 83116), a
private limited company incorporated under the laws of Jersey, Channel
Islands, whose registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the MORTGAGES TRUSTEE);
(4) BANK OF SCOTLAND PLC (registered number SC327000) (formerly The
Governor and Company of the Bank of Scotland), a public limited
company incorporated under the laws of Scotland whose registered
office is at ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (acting in its capacities
as the CASH MANAGER to Funding 1, Funding 2 and the Mortgages Trustee
pursuant to the Cash Management Agreement, the SELLER and the ACCOUNT
BANK from the branch located at (in the case of the Mortgages Trustee
GIC Account, the Funding 1 Transaction Account, the Funding 1 GIC
Account, the Funding 2 Transaction Account and the Funding 2 GIC
Account) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇);
(5) THE BANK OF NEW YORK, a New York Banking Corporation acting through
its offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its
capacities as the FUNDING 1 SECURITY TRUSTEE, which expression shall
include such company and all other persons or companies for the time
being acting as security trustee (or co-trustee) pursuant to the terms
of the Funding 1 Deed of Charge and the FUNDING 2 SECURITY TRUSTEE,
which expression shall include such company and all other persons or
companies for the time being acting as Funding 2 Security Trustee (or
co-trustee) pursuant to the terms of the Funding 2 Deed of Charge).
WHEREAS:
(A) On the Reorganisation Date, pursuant to the HBOS Group Reorganisation
▇▇▇ ▇▇▇▇, The Governor and Company of the Bank of Scotland was
registered as a public company under the Companies ▇▇▇ ▇▇▇▇ and
changed its name to Bank of Scotland plc and the business and all
property and liabilities of Halifax (including its rights and
obligations under the Bank Account Agreement) were transferred to Bank
of Scotland.
(B) The parties hereto have agreed to further amend and restate the terms
of the Bank Account Agreement on the date hereof as set out herein.
IT IS HEREBY AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 The amended and restated master definitions and construction schedule
signed by, amongst others, the parties to this Agreement and dated [*]
November 2007 (as the same may be amended, varied or supplemented from
time to time with the consent of the parties to this Agreement) (the
MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) is expressly and
specifically incorporated into this
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Agreement and, accordingly, the expressions defined in the 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 Agreement, including the Recitals hereto and
this Agreement shall be construed in accordance with the
interpretation provisions set out in clause 3 of the Master
Definitions and Construction Schedule.
1.2 This Agreement amends and restates the Bank Account Agreement made on
14 June 2002 as amended and restated on 22 March 2006 and 17 October
2006 (the PRINCIPAL AGREEMENT). As of the date of this Agreement, any
future rights or obligations (excluding such rights and obligations
accrued to the date of this Agreement) of a party to the Principal
Agreement shall be extinguished and shall instead be governed by this
Agreement.
1.3 Any reference in this Agreement to any discretion, power, right, duty
or obligation on the part of the Mortgages Trustee shall be as
exercised by the Mortgages Trustee only as directed by the
Beneficiaries but subject in each case to the provisions of Clause 16
of the Mortgages Trust Deed.
2. THE FUNDING 1 TRANSACTION ACCOUNT, THE FUNDING 1 GIC ACCOUNT, THE
FUNDING 2 TRANSACTION ACCOUNT, THE FUNDING 2 GIC ACCOUNT AND THE
MORTGAGES TRUSTEE GIC ACCOUNT
2.1 INSTRUCTIONS FROM THE CASH MANAGER
Subject to Clause 6.5, the Account Bank shall comply with any
direction of the Cash Manager to effect a payment by debiting any one
of the Funding 1 Transaction Account, the Funding 1 GIC Account, the
Funding 2 Transaction Account, the Funding 2 GIC Account or the
Mortgages Trustee GIC Account (and/or any additional or replacement
bank accounts opened in the name of either the Mortgages Trustee
and/or Funding 1 and/or Funding 2 from time to time with the prior
written consent of the Funding 1 Security Trustee and/or Funding 2
Security Trustee and the Rating Agencies, together, the BANK ACCOUNTS)
if such direction (a) is in writing or is given by the internet
banking service provided by the Account Bank and (b) complies with the
Funding 1 Transaction Account Mandate, the Funding 1 GIC Account
Mandate, the Funding 2 Transaction Account Mandate, the Funding 2 GIC
Account Mandate or the Mortgages Trustee GIC Account Mandate as
appropriate.
2.2 TIMING OF PAYMENT
The Account Bank agrees that if directed pursuant to Clause 2.1 to
make any payment then, subject to Clauses 2.4 and 6.5 below, it will
do so prior to close of business on the London Business Day on which
such direction is received and for value that day provided that, if
any direction is received later than 2.30 p.m. (London time) on any
London Business Day or, in the case of a payment to another account
with the Account Bank at the same branch 4.00 p.m. (London time) on
any London Business Day, the Account Bank shall make such payment at
the commencement of business on the following London Business Day for
value that day.
2.3 ACCOUNT BANK CHARGES
(a) The charges of the Account Bank for the operation of each of the Bank
Accounts payable by the Mortgages Trustee shall be debited to the
Mortgages Trustee GIC Account only on each Distribution Date in
accordance with the Mortgages Trust Revenue Priority of Payments and
the terms of the Mortgages Trust Deed and the Mortgages Trustee by its
execution hereof irrevocably agrees that this shall be done. The
charges shall be payable at the same rates as are generally applicable
to the business customers of the Account Bank provided that, subject
to Clause 8.6, if there are insufficient funds standing to the credit
of the Mortgages Trustee GIC Account to pay such charges the Account
Bank shall not be relieved of its obligations in respect of any of the
Bank Accounts.
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(b) The charges of the Account Bank for the operation of each of the Bank
Accounts payable by Funding 1 shall be debited to the Funding 1
Transaction Account only on each date payable in accordance with the
Funding 1 Pre-Enforcement Revenue Priority of Payments and the terms
of the Funding 1 Deed of Charge and Funding 1 by its execution hereof
irrevocably agrees that this shall be done. The charges shall be
payable at the same rates as are generally applicable to the business
customers of the Account Bank provided that, subject to Clause 8.6, if
there are insufficient funds standing to the credit of the Funding 1
Transaction Account to pay such charges the Account Bank shall not be
relieved of its obligations in respect of any of the Bank Accounts.
(c) The charges of the Account Bank for the operation of each of the Bank
Accounts payable by Funding 2 shall be debited to the Funding 2
Transaction Account only on each date payable in accordance with the
Funding 2 Pre-Enforcement Revenue Priority of Payments and the terms
of the Funding 2 Deed of Charge and Funding 2 by its execution hereof
irrevocably agrees that this shall be done. The charges shall be
payable at the same rates as are generally applicable to the business
customers of the Account Bank provided that, subject to Clause 8.6, if
there are insufficient funds standing to the credit of the Funding 2
Transaction Account to pay such charges the Account Bank shall not be
relieved of its obligations in respect of any of the Bank Accounts.
2.4 NO NEGATIVE BALANCE
Notwithstanding the provisions of Clause 2.1, amounts shall only be
withdrawn from any Bank Account to the extent that such withdrawal
does not cause the relevant Bank Accounts to have a negative balance.
3. PAYMENT
3.1 INSTRUCTIONS FROM THE CASH MANAGER
(a) The Cash Manager shall, before the date upon which any payment is due
to be made from any Bank Account (including the payments due to be
made on each Funding 1 Interest Payment Date and/or Funding 2 Interest
Payment Date and/or Distribution Date), submit to the Account Bank
irrevocable written instructions or instructions by way of the
internet banking service provided by the Account Bank as to the
payments to be made out of such Bank Account or Bank Accounts (as the
case may be) on such date.
(b) The Account Bank shall comply with the instructions described in
paragraph 3.1(a) and shall effect the payments specified in such
instructions not later than the time specified for payment therein
(provided that the Account Bank shall not have any liability to any
person if it fails to effect timely payment by reason of strike,
computer failure, power cut or other matters beyond its control) on
the relevant date if the instructions comply with the relevant
Mandate.
4. MANDATES
4.1 SIGNING AND DELIVERY OF MANDATES
Funding 1 and the Mortgages Trustee have delivered to the Account Bank
prior to the Initial Closing Date and Funding 2 has delivered to the
Account Bank on or prior to the Funding 2 Programme Date the duly
executed relevant Mandates in or substantially in the forms set out in
Schedule 1 hereto and relating to the Bank Accounts (together, the
MANDATES), and the Account Bank hereby confirms to the Funding 1
Security Trustee and the Funding 2 Security Trustee that the Mandates
have been provided to it, that the Bank Accounts are open and that the
respective Mandates are operative. The Account Bank acknowledges that
the Mandates and any other mandates delivered from time to time
pursuant to the terms hereof shall be subject to the terms of the
Funding 1 Deed of Charge, the Funding 2 Deed of Charge, the Mortgages
Trust Deed and this Agreement as appropriate.
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4.2 AMENDMENT OR REVOCATION
The Account Bank agrees that it shall notify the Funding 1 Security
Trustee and/or the Funding 2 Security Trustee (as applicable) as soon
as is reasonably practicable and in accordance with Clause 12 if it
receives any amendment to or revocation of any Mandate relating to the
Bank Accounts (other than a change of Authorised Signatory) and shall
require the prior written consent of the Funding 1 Security Trustee
and/or the Funding 2 Security Trustee (as applicable) to any such
amendment or revocation (other than a change of Authorised Signatory)
but, unless such Mandate is revoked, the Account Bank may continue to
comply with such Mandate (as it may from time to time be amended in
accordance with the provisions of this Clause 4.2) unless it receives
notice in writing from the Funding 1 Security Trustee and/or the
Funding 2 Security Trustee (as applicable) to the effect that an
Intercompany Loan Acceleration Notice or a Master Intercompany Loan
Acceleration Notice has been served or that the appointment of Bank of
Scotland as Cash Manager under the Cash Management Agreement has been
terminated and shall, thereafter, act solely on the instructions of
the Funding 1 Security Trustee and/or the Funding 2 Security Trustee
(as applicable) and in accordance with the terms thereof as provided
in Clause 6.5 of this Agreement.
5. ACKNOWLEDGEMENT BY THE ACCOUNT BANK
5.1 RESTRICTION ON ACCOUNT BANK'S RIGHTS
Notwithstanding anything to the contrary in the Mandates, the Account
Bank hereby:
(a) waives any right it has or may hereafter acquire to combine,
consolidate or merge any of the Bank Accounts with any other
account of the Cash Manager, the Mortgages Trustee, Funding 1,
Funding 2, the Seller, the Funding 1 Security Trustee, the
Funding 2 Security Trustee or any other person or any
liabilities of the Cash Manager, the Mortgages Trustee,
Funding 1, Funding 2, the Seller, the Funding 1 Security
Trustee, the Funding 2 Security Trustee or any other person to
it;
(b) agrees that it may not exercise any lien or, to the extent
permitted by law, any set-off or transfer any sum standing to
the credit of or to be credited to any of the Bank Accounts in
or towards satisfaction of any liabilities to it of the Cash
Manager, the Mortgages Trustee, Funding 1, Funding 2, the
Seller, the Funding 1 Security Trustee, the Funding 2 Security
Trustee or any other person owing to it;
(c) in addition to and without prejudice to its rights and
obligations as Funding 1 Secured Creditor and/or Funding 2
Secured Creditor, agrees that it will not take, and shall not
take, any steps whatsoever to recover any amount due or owing
to it pursuant to this Agreement or any other debts whatsoever
owing to it by the Mortgages Trustee, Funding 1 or Funding 2,
or procure the winding-up or liquidation of the Mortgages
Trustee, Funding 1 or Funding 2, or the making of an
administration order in relation to the Mortgages Trustee,
Funding 1 or Funding 2, or in respect of any of the
liabilities of the Mortgages Trustee, Funding 1 or Funding 2
whatsoever;
(d) agrees that it shall have recourse only to sums paid to or
received by (or on behalf of) the Mortgages Trustee, Funding 1
or Funding 2 pursuant to this Agreement, the Mortgage Sale
Agreement, the Mortgages Trust Deed, the Intercompany Loan
Agreements, the Master Intercompany Loan Agreement, the
Funding 1 Swap Agreement, the Funding 2 Swap Agreement or any
other document entered into by the Mortgages Trustee, Funding
1 and Funding 2 in relation to the Intercompany Loans, the
Master Intercompany Loans or the Loans;
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(e) agrees that it will notify in accordance with Clause 12 the
Cash Manager, Funding 1, Funding 2, the Mortgages Trustee, the
Funding 1 Security Trustee and the Funding 2 Security Trustee
if compliance with any instruction would cause the relevant
Bank Account(s) to which such instruction relates to have a
negative balance such notification to be given on the same
London Business Day that it determines that compliance with
such instruction would cause any such account to have a
negative balance;
(f) acknowledges that Funding 1 has, pursuant to the Funding 1
Deed of Charge, inter alia, assigned by way of security all
its rights, title, interest and benefit, present and future,
in and to, all sums from time to time standing to the credit
of the Bank Accounts and all of its rights under this
Agreement to the Funding 1 Security Trustee; and
(g) acknowledges that Funding 2 has, pursuant to the Funding 2
Deed of Charge, inter alia, assigned by way of security all
its rights, title, interest and benefit, present and future,
in and to, all sums from time to time standing to the credit
of the Bank Accounts and all of its rights under this
Agreement to the Funding 2 Security Trustee.
5.2 NOTICE OF ASSIGNMENT AND ACKNOWLEDGEMENT
(a) The Account Bank agrees that promptly upon receipt of a notice of
assignment signed by Funding 1, in (or substantially in) the form of
notice set out in Part 1 of Schedule 2, hereto, the Account Bank shall
sign and duly return to Funding 1, with a copy to the Funding 1
Security Trustee and the Funding 2 Security Trustee, an
acknowledgement in (or substantially in) the form of acknowledgement
set out in Part 2 of Schedule 2 hereto.
(b) The Account Bank agrees that promptly upon receipt of a notice of
assignment signed by Funding 2, in (or substantially in) the form of
notice set out in Part 3 of Schedule 2 hereto, the Account Bank shall
sign and duly return to Funding 2 with a copy to the Funding 1
Security Trustee and the Funding 2 Security Trustee, an
acknowledgement in (or substantially in) the form of acknowledgement
set out in Part 4 of Schedule 2 hereto.
5.3 MONTHLY STATEMENT
Unless and until directed otherwise by the Funding 1 Security Trustee
and the Funding 2 Security Trustee in accordance with Clause 12, the
Account Bank shall provide the Cash Manager with a written statement
in respect of each Bank Account on a monthly basis and also as soon as
reasonably practicable after receipt of a request for a statement. The
Account Bank is hereby authorised by Funding 1, Funding 2 and the
Mortgages Trustee to provide statements in respect of each Bank
Account to the Cash Manager, the Funding 1 Security Trustee and the
Funding 2 Security Trustee.
6. CERTIFICATION, INDEMNITY AND ACCELERATION NOTICE
6.1 ACCOUNT BANK TO COMPLY WITH CASH MANAGER'S INSTRUCTIONS
Unless otherwise directed in writing by the Funding 1 Security Trustee
and the Funding 2 Security Trustee pursuant to Clause 6.5, in making
any transfer or payment from any Bank Account in accordance with this
Agreement, the Account Bank shall be entitled to act as directed by
the Cash Manager pursuant to Clauses 2.1 and 3 and to rely as to the
amount of any such transfer or payment on the Cash Manager's
instructions in accordance with the relevant Mandate, and the Account
Bank shall have no liability to the Cash Manager, the Mortgages
Trustee, Funding 1, Funding 2, the Seller, the Funding 1 Security
Trustee or the Funding 2 Security Trustee for having acted on such
instructions except in the case of its wilful default, fraud or
negligence.
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6.2 FUNDING 1'S INDEMNITY
Funding 1 shall indemnify the Account Bank or, pursuant to Clause 6.5,
the Funding 1 Security Trustee, as the case may be, to the extent of
funds then standing to the credit of the Funding 1 Transaction Account
and/or the Funding 1 GIC Account against any loss, cost, damage,
charge or expense incurred by the Account Bank or the Funding 1
Security Trustee, as the case may be, in complying with any
instruction delivered by Funding 1 pursuant to and in accordance with
this Agreement, save that this indemnity shall not extend to:
(a) the charges of the Account Bank (if any) for the operation of
the Funding 1 Transaction Account and/or the Funding 1 GIC
Account other than as provided in this Agreement; and
(b) any loss, cost, damage, charge or expense arising from any
breach by the Account Bank of its obligations under this
Agreement.
6.3 FUNDING 2'S INDEMNITY
Funding 2 shall indemnify the Account Bank or, pursuant to Clause 6.5,
the Funding 2 Security Trustee, as the case may be, to the extent of
funds then standing to the credit of the Funding 2 Transaction Account
and/or the Funding 2 GIC Account against any loss, cost, damage,
charge or expense incurred by the Account Bank or the Funding 2
Security Trustee, as the case may be, in complying with any
instruction delivered by Funding 2 pursuant to and in accordance with
this Agreement, save that this indemnity shall not extend to:
(a) the charges of the Account Bank (if any) for the operation of
the Funding 2 Transaction Account and/or the Funding 2 GIC
Account other than as provided in this Agreement; and
(b) any loss, cost, damage, charge or expense arising from any
breach by the Account Bank of its obligations under this
Agreement.
6.4 MORTGAGES TRUSTEE INDEMNITY
Subject to the Mortgages Trust Revenue Priority of Payments, the
Mortgages Trustee shall indemnify the Account Bank to the extent of
funds then standing to the credit of the Mortgages Trustee GIC Account
against any loss, cost, damage, charge or expense incurred by the
Account Bank in complying with any instruction delivered pursuant to
and in accordance with this Agreement, save that this indemnity shall
not extend to:
(a) the charges of the Account Bank (if any) for the operation of
the Mortgages Trustee GIC Account other than as provided in
this Agreement; and
(b) any loss, cost, damage, charge or expense arising from any
breach by the Account Bank of its obligations under this
Agreement.
6.5 CONSEQUENCES OF AN INTERCOMPANY LOAN ACCELERATION NOTICE OR A MASTER
INTERCOMPANY LOAN ACCELERATION NOTICE
The Account Bank acknowledges that, if it receives notice in writing
from the Funding 1 Security Trustee and the Funding 2 Security Trustee
to the effect that (a) the Funding 1 Security Trustee has served an
Intercompany Loan Acceleration Notice or the Funding 2 Security
Trustee has served a Master Intercompany Loan Acceleration Notice or
(b) that the appointment of Bank of Scotland as Cash Manager under the
Cash Management Agreement has been terminated (but without prejudice
to Clause 6.1 above) all right, authority and power of the Cash
Manager in respect of each of the Bank Accounts shall be terminated
and be of no further effect and the Account Bank agrees that it
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shall, upon receipt of such notice from the Funding 1 Security Trustee
and the Funding 2 Security Trustee, comply with the directions of the
Funding 1 Security Trustee and the Funding 2 Security Trustee or any
successor cash manager appointed by the Funding 1 Security Trustee and
the Funding 2 Security Trustee (subject to such successor cash manager
having entered into an agreement with the Account Bank on
substantially the same terms as this Agreement) in relation to the
operation of each of the Bank Accounts.
7. CHANGE OF FUNDING 1 SECURITY TRUSTEE AND FUNDING 2 SECURITY TRUSTEE OR
ACCOUNT BANK
7.1 CHANGE OF FUNDING 1 SECURITY TRUSTEE AND FUNDING 2 SECURITY TRUSTEE
In the event that there is any change in the identity of the Funding 1
Security Trustee and/or the Funding 2 Security Trustee or an
additional Funding 1 Security Trustee and/or an additional Funding 2
Security Trustee are appointed in accordance with the provisions of
the Funding 1 Deed of Charge and/or the Funding 2 Deed of Charge, the
existing Funding 1 Security Trustee and the existing Funding 2
Security Trustee, the new Funding 1 Security Trustee and the new
Funding 2 Security Trustee or the retiring Funding 1 Security Trustee
and the retiring Funding 2 Security Trustee, as the case may be, the
Cash Manager, the Seller, the Mortgages Trustee, Funding 1, Funding 2
and the Account Bank shall execute such documents and take such
actions as such of the new Funding 1 Security Trustee and the new
Funding 2 Security Trustee and the retiring Funding 1 Security Trustee
and the retiring Funding 2 Security Trustee or, as the case may be,
the existing Funding 1 Security Trustee and the existing Funding 2
Security Trustee shall agree are reasonably necessary for the purpose
of vesting in such new Funding 1 Security Trustee and/or the new
Funding 2 Security Trustee the rights, benefits and obligations of the
Funding 1 Security Trustee and/or the Funding 2 Security Trustee under
this Agreement and releasing the retiring Funding 1 Security Trustee
and/or the retiring Funding 2 Security Trustee from its future
obligations hereunder.
7.2 CHANGE OF ACCOUNT BANK
If there is any change in the identity of the Account Bank, the Cash
Manager, the Mortgages Trustee, Funding 1, Funding 2, the Funding 1
Security Trustee and the Funding 2 Security Trustee shall execute such
documents and take such actions as the new Account Bank and the
outgoing Account Bank, the Funding 1 Security Trustee and the Funding
2 Security Trustee may require for the purpose of vesting in the new
Account Bank the rights and obligations of the outgoing Account Bank
and releasing the outgoing Account Bank from its future obligations
under this Agreement.
8. TERMINATION
8.1 TERMINATION EVENTS
The Cash Manager or Funding 1, in the case of the Funding 1
Transaction Account or the Funding 1 GIC Account, or Funding 2, in the
case of the Funding 2 Transaction Account or the Funding 2 GIC Account
or the Cash Manager, Funding 1, Funding 2 or the Mortgages Trustee (as
trustee for the Beneficiaries) in the case of the Mortgages Trustee
GIC Account or any other Bank Account opened in the name of the
Mortgages Trustee:
(a) may (with the prior written consent of the Funding 1 Security
Trustee and the Funding 2 Security Trustee) terminate this
Agreement in the event that the matters specified in
paragraphs (i) or (vi) below occur; and
(b) shall (with the prior written consent of the Funding 1
Security Trustee and the Funding 2 Security Trustee) terminate
this Agreement in the event that any of the matters specified
in paragraphs (ii) to (v) (inclusive) below occur,
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in each case by serving a written notice of termination on the Account
Bank in any of the following circumstances:
(i) if a deduction or withholding for or on account of any Tax is
imposed, or it appears likely that such a deduction or
withholding will be imposed, in respect of the interest
payable on any Bank Account; or
(ii) if the short-term unsecured, unsubordinated and unguaranteed
debt obligations of the Account Bank falls below A-1 by S&P
and P-1 by ▇▇▇▇▇'▇ and F1 by Fitch Ratings respectively; or
(iii) if the Account Bank, otherwise than for the purposes of such
amalgamation or reconstruction as is referred to in paragraph
(iv) below, ceases or, through an authorised action of the
board of directors of the Account Bank, threatens to cease to
carry on all or substantially all of its business or the
Account Bank is deemed unable to pay its debts as and when
they fall due within the meaning of Section 123(1) (a) of the
Insolvency ▇▇▇ ▇▇▇▇ (on the basis that the reference in such
section to [POUND]750 was read as a reference to [POUND]10
million), Section 123(1)(b), (d) and (e), 123(1)(c) (on the
basis that the words "for a sum exceeding [POUND]10 million"
were inserted after the words "extract registered bond" and
"extract registered protest" and 123(2) of the Insolvency ▇▇▇
▇▇▇▇ (as that Section may be amended) or ceases to be an
appropriately authorised institution under the Financial
Services and Markets ▇▇▇ ▇▇▇▇; or
(iv) if an order is made or an effective resolution is passed for
the winding-up of the Account Bank except a winding-up for the
purposes of or pursuant to a solvent amalgamation or
reconstruction the terms of which have previously been
approved in writing by the Mortgages Trustee (as trustee for
the Beneficiaries), the Funding 1 Security Trustee and the
Funding 2 Security Trustee (such approval not to be
unreasonably withheld or delayed); or
(v) if proceedings are initiated against the Account Bank under
any applicable liquidation, insolvency, bankruptcy,
composition, reorganisation (other than a reorganisation where
the Account Bank is solvent) or other similar laws (including,
but not limited to, presentation of a petition for an
administration order, the filing of documents with the court
for the appointment of an administrator or the service of a
notice of intention to appoint an administrator) and (except
in the case of presentation of petition for an administration
order, the filing of documents with the court for the
appointment of an administrator or the service of a notice of
intention to appoint an administrator) such proceedings are
not, in the reasonable opinion of the Mortgages Trustee (as
trustee for the Beneficiaries), Funding 1 and Funding 2, being
disputed in good faith with a reasonable prospect of success
or an administration order is granted or an administrator,
administrative receiver or other receiver, liquidator, trustee
in sequestration or other similar official is appointed in
relation to the Account Bank or in relation to the whole or
any substantial part of the undertaking or assets of the
Account Bank, or an encumbrancer takes possession of the whole
or any substantial part of the undertaking or assets of the
Account Bank, or a distress, execution or diligence or other
process is levied or enforced upon or sued out against the
whole or any substantial part of the undertaking or assets of
the Account Bank and such possession or process (as the case
may be) is not discharged or otherwise ceases to apply within
30 days of its commencement, or the Account Bank initiates or
consents to judicial proceedings relating to itself under
applicable liquidation, insolvency, bankruptcy, composition,
reorganisation or other similar laws or makes a conveyance or
assignment or assignation for the benefit of its creditors
generally or takes steps with a view to obtaining a moratorium
in respect of any of indebtedness; or
8
(vi) if the Account Bank fails to perform any of its obligations
under this Agreement and such failure remains unremedied for
three Business Days after the Cash Manager or the Funding 1
Security Trustee and the Funding 2 Security Trustee have given
notice of such failure.
8.2 TERMINATION OPTION
With the prior written consent of Funding 1 Security Trustee and the
Funding 2 Security Trustee, the Mortgages Trustee (as trustee for the
Beneficiaries) may, upon a breach by the Account Bank of its
obligations under this Agreement, the Mortgages Trustee Guaranteed
Investment Contract, the Cash Management Agreement, the Funding 1 Deed
of Charge or the Funding 2 Deed of Charge, and/or Funding 1 may, upon
a breach by the Account Bank of its obligations under this Agreement,
any Funding 1 Bank Account Agreement, the Funding 1 Guaranteed
Investment Contract, the Funding 1 Liquidity Facility Agreement, the
Cash Management Agreement, any Funding 1 Issuer Cash Management
Agreement or the Funding 1 Deed of Charge and/or Funding 2 may, upon a
breach by the Account Bank of its obligations under this Agreement,
the Master Issuer Bank Account Agreement, the Funding 2 Guaranteed
Investment Contract, the Cash Management Agreement, the Master Issuer
Cash Management Agreement or the Funding 2 Deed of Charge, terminate
the appointment of the Account Bank by serving a written notice of
termination to the Account Bank and the Cash Manager, the Mortgages
Trustee, Funding 1 and Funding 2 shall, subject to the terms of Clause
8.5, use reasonable endeavours to find a replacement financial
institution or institutions within 60 days of the date of the notice.
8.3 NOTIFICATION OF TERMINATION EVENT
Each of the Mortgages Trustee, Funding 1, Funding 2, the Cash Manager
and the Account Bank undertakes and agrees to notify the Funding 1
Security Trustee and the Funding 2 Security Trustee in accordance with
Clause 12 promptly upon becoming aware thereof of any event which
would or could entitle the Funding 1 Security Trustee and the Funding
2 Security Trustee to serve a notice of termination pursuant to Clause
8.4.
8.4 TERMINATION BY FUNDING 1 SECURITY TRUSTEE AND FUNDING 2 SECURITY
TRUSTEE
In addition, prior to the service of an Intercompany Loan Acceleration
Notice and/or a Master Intercompany Loan Acceleration Notice, the
Funding 1 Security Trustee and the Funding 2 Security Trustee may
terminate this Agreement and close any of the Bank Accounts by serving
a notice of termination if any of the events specified in Clause
8.1(b)(i) to (vi) (inclusive) of this Agreement occurs in relation to
the Account Bank. Following the service of an Intercompany Loan
Acceleration Notice and/or a Master Intercompany Loan Acceleration
Notice the Funding 1 Security Trustee and the Funding 2 Security
Trustee may serve a notice of termination at any time.
8.5 REPLACEMENT ACCOUNT BANK
The termination of the Account Bank under Clauses 8.1, 8.2 and 8.4 of
this Agreement shall not be effective:
(a) until a replacement financial institution or institutions (in
each case, (i) with a short-term unsecured, unsubordinated and
unguaranteed debt obligation rating of at least P-1 (in the
case of ▇▇▇▇▇'▇) and A-1 (in the case of S&P) and F1 (in the
case of Fitch Ratings) and (ii) being an authorised
institution under the Financial Services and Markets Act 2000)
shall have entered into an agreement in form and substance
similar to this Agreement; and
(b) unless such termination would not adversely affect the then
current ratings of the Notes.
9
In the event of such termination the Account Bank shall assist the
other parties hereto to effect an orderly transition of the banking
arrangements documented hereby and the Mortgages Trustee, Funding 1
and Funding 2 (as applicable) shall reimburse the Account Bank for its
reasonable costs and any amounts in respect of Irrecoverable VAT
thereon (including reasonable costs and expenses) incurred during the
period of, and until completion of, such transition.
In the event of a termination as a result of the circumstances
outlined in Clause 8.1(b)(ii), the Account Bank shall reimburse the
Mortgages Trustee, Funding 1 and Funding 2 (as applicable) for its
reasonable costs and any amounts in respect of Irrecoverable VAT
thereon (including reasonable costs and expenses) incurred during the
period of, and until completion of, an orderly transition of the
banking arrangements documented hereby.
8.6 AUTOMATIC TERMINATION
This Agreement shall automatically terminate (if not terminated
earlier pursuant to this Clause 8) on the date falling 90 days after
the termination of the Mortgages Trust Deed.
8.7 TERMINATION BY ACCOUNT BANK
The Account Bank may terminate this Agreement and cease to operate the
Bank Accounts at any time:
(a) on giving not less than six months' prior written notice
thereof ending on any London Business Day which does not fall
on either a Distribution Date, a Funding 1 Interest Payment
Date or a Funding 2 Interest Payment Date or less than ten
London Business Days before any such date to each of the other
parties hereto without assigning any reason therefor; and
(b) on giving not less than three months' prior written notice
thereof ending on any London Business Day which does not fall
on either a Distribution Date, a Funding 1 Interest Payment
Date or a Funding 2 Interest Payment Date or less than ten
London Business Days before any such date to each of the other
parties hereto, if the Account Bank shall have demanded
payment of its due charges or any interest and the same shall
have remained unpaid for a period of one month, provided that
if the relevant amounts have been paid on or before the date
six weeks after the date of delivery of such notice then the
notice shall have no effect,
Provided that such termination shall not take effect:
(i) until a replacement financial institution or institutions (in
each case, (x) with a short-term unsecured, unsubordinated and
unguaranteed debt obligation rating of A-1 (in the case of
S&P), P-1 (in the case of ▇▇▇▇▇'▇) and F1 (in the case of
Fitch Ratings) and (y) being an authorised institution under
the Financial Services and Markets Act 2000) shall have
entered into an agreement in form and substance similar to
this Agreement; and
(ii) if the then current ratings of the Notes would be adversely
affected thereby.
In either case the Account Bank shall not be responsible for any costs
or expenses occasioned by such termination and cessation. In the event
of such termination and cessation the Account Bank shall assist the
other parties hereto to effect an orderly transition of the banking
arrangements documented hereby.
10
9. FURTHER ASSURANCE
The parties hereto agree that they will co-operate fully to do all
such further acts and things and execute any further documents as may
be necessary or reasonably desirable to give full effect to the
arrangements contemplated by this Agreement.
10. CONFIDENTIALITY
None of the parties hereto shall during the term of this Agreement or
after its termination disclose to any person whatsoever (except as
provided herein or in any of the Transaction Documents to which it is
a party or with the authority of the other parties hereto or so far as
may be necessary for the proper performance of its obligations
hereunder or unless required by law or any applicable stock exchange
requirement or any governmental or regulatory authority or ordered to
do so by a court of competent jurisdiction or by the Inland Revenue or
the Commissioners of Customs and Excise or the Bank of England or the
Financial Services Authority) any information relating to the
business, finances or other matters of a confidential nature of any
other party hereto of which it may in the course of its duties
hereunder have become possessed and each of the parties hereto shall
use all reasonable endeavours to prevent any such disclosure.
11. COSTS
The Mortgages Trustee agrees to pay the reasonable costs and any
amounts in respect of Irrecoverable VAT thereon (including reasonable
legal costs and expenses) of the Account Bank in connection with the
negotiation of this Agreement and the establishment of the Bank
Accounts and the negotiation and execution of any further documents
and the taking of any further action to be executed or taken pursuant
to Clauses 7, 8 (other than Clauses 8.1(b)(ii), 8.1(b)(iii),
8.1(b)(iv), 8.1(b)(v), 8.1(b)(vi), 8.6 and 8.7(a)) and 9.
12. NOTICES
12.1 Any notices to be given pursuant to this Agreement to any of the
parties hereto shall be sufficiently served if sent by prepaid first
class post, by hand or facsimile transmission and shall be deemed to
be given (in the case of facsimile transmission) when despatched,
(where delivered by hand) on the day of delivery if delivered before
17.00 hours on a Business Day or on the next Business Day if delivered
thereafter or on a day which is not a Business Day or (in the case of
first class post) when it would be received in the ordinary course of
the post and shall be sent:
(a) in the case of the Cash Manager: to Bank of Scotland plc,
Halifax Division, Level 3, Lovell Park, ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) for the
attention of Head of Mortgage Securitisation with a copy to
Bank of Scotland plc, Treasury Division, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇) for the
attention of Head of Mortgage Securitisation and Covered
Bonds;
(b) in the case of the Mortgages Trustee: to Permanent Mortgages
Trustee Limited, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(▇▇▇▇▇▇▇▇▇ number ▇▇▇ (▇) ▇▇▇▇ ▇▇▇▇▇▇) for the attention of
the Secretary with a copy to Bank of Scotland plc, Treasury
Division, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile
number ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇) for the attention of Head of
Mortgage Securitisation and Covered Bonds;
(c) in the case of the Seller: to Bank of Scotland plc, Halifax
Division, Level 3, Lovell Park, ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ (facsimile number ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) for the attention
of the Head of Mortgage Securitisation with a copy to Bank of
Scotland plc, Treasury Division, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇) for the
attention of Head of Mortgage Securitisation and Covered
Bonds;
11
(d) in the case of Funding 1: to Permanent Funding (No. 1)
Limited, ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile
number ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇) to the attention of the Secretary
with a copy to Bank of Scotland plc, Treasury Division, ▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number +44 (020) 7574
8303) for the attention of Head of Mortgage Securitisation and
Covered Bonds;
(e) in the case of Funding 2: to Permanent Funding (No. 2)
Limited, ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile
number ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇) to the attention of the Secretary
with a copy to Bank of Scotland plc, Treasury Division, ▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number +44 (020) 7574
8303) for the attention of Head of Mortgage Securitisation and
Covered Bonds;
(f) in the case of the Funding 1 Security Trustee and the Funding
2 Security Trustee: to The Bank of New York, at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number +44
(▇▇▇) ▇▇▇▇ ▇▇▇▇) for the attention of Corporate Trust
Administration - ABS/MBS; and
(g) in the case of the Account Bank: to Bank of Scotland plc,
Leeds Business Centre, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) for the attention of
the Corporate Banking Channel Support with copies to: Bank of
Scotland plc, Halifax Division, Level 3, Lovell Park, ▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number +44 (0) 113 235
7511) for the attention of Head of Mortgage Securitisation;
and Bank of Scotland plc, Treasury Division ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇)
for the attention of Head of Mortgage Securitisation and
Covered Bonds,
or to such other address or facsimile number or for the attention of
such other person or entity as may from time to time be notified by
any party to the others by written notice in accordance with the
provisions of this Clause 12.
13. INTEREST
13.1 The Account Bank shall pay, on the last Business day of each month in
respect of the current month, interest on any cleared credit balances
on the Funding 1 Transaction Account at a rate of Sterling LIBOR for
three-month sterling deposits in respect of the then current Funding 1
Interest Period less 0.25% per annum.
13.2 The Account Bank shall pay, on the last Business day of each month in
respect of the current month, interest on any cleared credit balances
on the Funding 2 Transaction Account at a rate of Sterling LIBOR for
three-month sterling deposits in respect of the then current Funding 2
Interest Period less 0.25% per annum.
13.3 Interest shall be paid on the Mortgages Trustee GIC Account, the
Funding 1 GIC Account and the Funding 2 GIC Account in accordance with
the terms of the Mortgages Trustee Guaranteed Investment Contract, the
Funding 1 Guaranteed Investment Contract and the Funding 2 Guaranteed
Investment Contract respectively.
13.4 Any other accounts opened by the Mortgages Trustee, Funding 1 or
Funding 2 with the Account Bank shall bear interest at a rate as
agreed between the Account Bank and the Mortgages Trustee, Funding 1
or Funding 2 respectively.
12
14. WITHHOLDING
All payments by the Account Bank under this Agreement shall be made in
full without any deduction or withholding (whether in respect of
set-off, counterclaim, duties, Taxes, charges or otherwise whatsoever)
unless the deduction or withholding is required by law, in which event
the Account Bank shall:
(a) ensure that the deduction or withholding does not exceed the
minimum amount legally required;
(b) pay to the relevant taxation or other authorities within the
period for payment permitted by applicable law the full amount
of the deduction or withholding;
(c) furnish to the Mortgages Trustee, Funding 1, Funding 2, the
Funding 1 Security Trustee or the Funding 2 Security Trustee
(as the case may be) within the period for payment permitted
by the relevant law, either:
(i) an official receipt of the relevant taxation
authorities involved in respect of all amounts so
deducted or withheld; or
(ii) if such receipts are not issued by the taxation
authorities concerned on payment to them of amounts so
deducted or withheld, a certificate of deduction or
equivalent evidence of the relevant deduction or
withholding; and
(d) account to Funding 1 in full by credit to the Funding 1
Transaction Account or the Funding 1 GIC Account (as the case
may be), to Funding 2 in full by credit to the Funding 2
Transaction Account or the Funding 2 GIC Account (as the case
may be) and to the Mortgages Trustee in full by credit to the
Mortgages Trustee GIC Account of an amount equal to the amount
of any rebate, repayment or reimbursement of any deduction or
withholding which the Account Bank has made pursuant to this
Clause 14 (as appropriate) and which is subsequently received
by the Account Bank.
15. TAX STATUS
15.1 The Account Bank hereby represents and warrants that it is a bank for
the purposes of section 991 of the Income Tax ▇▇▇ ▇▇▇▇, is entering
into this Agreement in the ordinary course of its business, will pay
interest pursuant hereto in the ordinary course of such business, will
bring into account payments (other than deposits) made under this
Agreement in computing its income for United Kingdom Tax purposes and
undertakes that it will not cease to be so or to do so otherwise than
as a result of the introduction of, change in, or change in the
interpretation, administration or application of, any law or
regulation or any practice or concession of HM Revenue and Customs
occurring after the date of this Agreement.
15.2 The Account Bank will procure that any of its successors or assigns
will provide the same representation as to its tax status as is
provided by the Account Bank in Clause 15.1 above.
16. ENTIRE AGREEMENT
This Agreement and the schedules together constitute the entire
agreement and understanding between the parties in relation to the
subject matter hereof and cancel and replace any other agreement or
understanding in relation thereto.
13
17. ASSIGNMENT
Subject as provided in or contemplated by Clauses 5.1(f), 5.1(g) and
7.2:
(a) the Account Bank may not assign or transfer any of its rights
or obligations hereunder without the prior written consent of
the Mortgages Trustee, Funding 1, Funding 2, the Funding 1
Security Trustee and the Funding 2 Security Trustee;
(b) the Mortgages Trustee, Funding 1 and Funding 2 may not assign
or transfer any of their rights or obligations hereunder
without the prior written consent of the Account Bank, the
Funding 1 Security Trustee and the Funding 2 Security Trustee;
and
(c) the Account Bank may not act through any other branch other
than the branch specified on page 1 of this Agreement without
the prior written consent of the Mortgages Trustee, Funding 1,
Funding 2, the Funding 1 Security Trustee and the Funding 2
Security Trustee (such consent not to be unreasonably
withheld).
18. THE FUNDING 1 SECURITY TRUSTEE AND FUNDING 2 SECURITY TRUSTEE
The Funding 1 Security Trustee and the Funding 2 Security Trustee have
agreed to become parties to this Agreement for the better preservation
and enforcement of their rights under this Agreement but shall have no
responsibility for any of the obligations of, nor assume any
liabilities to, the Cash Manager, the Account Bank, the Mortgages
Trustee, Funding 1 or Funding 2 hereunder. Furthermore, any liberty or
power may, subject to Clause 19, be exercised or made in the Funding 1
Security Trustee's and the Funding 2 Security Trustee's absolute
discretion without any obligation to give reasons therefor.
19. AMENDMENTS, WAIVERS AND CONSENTS
19.1 Subject to Clauses 2, 3 and 4 of the Controlling Beneficiary Deed (as
applicable) and (in the case of Funding 1) Clause 25.8 of the Funding
1 Deed of Charge and (in the case of Funding 2) Clause 12 of the
Funding 2 Deed of Charge, no amendment or waiver of any provision of
this Agreement shall be effective unless the same shall be in writing
and signed by (or by some person duly authorised by) each of the
parties to this Agreement. In the case of a waiver, such waiver shall
be effective only in the specific instance and as against the party or
parties giving it for the specific purpose for which it is given. No
single or partial exercise of, or failure or delay in exercising, any
right under this Agreement shall constitute a waiver or preclude any
other or further exercise of that or any other right.
19.2 Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2
Security Trustee will each exercise all rights, powers, benefits
and/or discretions conferred on it under this Agreement (including,
without limitation, in giving its consent, approval or authorisation
to any event, matter or thing requested hereunder) in accordance with
Clauses 2, 3 and 4 of the Controlling Beneficiary Deed (as applicable)
and (in the case of Funding 1) Clause 25 of the Funding 1 Deed of
Charge and (in the case of Funding 2) Clause 12 of the Funding 2 Deed
of Charge.
20. EXCLUSION OF THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of
this Agreement, but this does not affect any right or remedy of a
third party which exists or is available apart from that Act.
14
21. COUNTERPARTS AND SEVERABILITY
21.1 This Agreement may be signed (manually or by facsimile) and delivered
in one or more counterparty, all of which, taken together, shall
constitute one and the same document.
21.2 Where any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations
under this Agreement, or of such provision or obligation in any other
jurisdiction, shall not be affected or impaired thereby.
22. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with,
the laws of England.
23. SUBMISSION TO JURISDICTION
Each party to this Agreement hereby irrevocably submits to the
exclusive jurisdiction of the English courts in any action or
proceeding arising out of or relating to this Agreement, and hereby
irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined by such courts. Each party to
this Agreement hereby irrevocably waives, to the fullest extent it may
possibly do so, any defence or claim that the English courts are an
inconvenient forum for the maintenance or hearing of such action or
proceeding. The Mortgages Trustee irrevocably appoints Structured
Finance Management Limited, located at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇, as its agent for service of process.
IN WITNESS whereof the parties hereto have executed and delivered this
Agreement as a deed the day and year first before written.
15
SCHEDULE 1
FORMS OF MANDATE
IN THE FORMS ATTACHED
16
SCHEDULE 2
FORMS OF NOTICE OF CHARGE AND ACKNOWLEDGEMENT
PART 1
NOTICE OF CHARGE - FUNDING 1 TRANSACTION ACCOUNT/FUNDING 1 GIC ACCOUNT
To: The Governor and Company of the Bank of Scotland
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of: Company Secretary
and to: The Bank of New York
1 Canada Square
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of: Corporate Trust
14 June 2002
Dear Sirs,
RE: PERMANENT FUNDING (NO. 1) LIMITED:
* FUNDING 1 TRANSACTION ACCOUNT NUMBER ▇▇▇▇▇▇▇▇ (SORT CODE 12-08-83)
(THE FUNDING 1 TRANSACTION ACCOUNT)
* FUNDING 1 GIC ACCOUNT NUMBER ▇▇▇▇▇▇▇▇ (SORT CODE 12-08-83) (THE
FUNDING 1 GIC ACCOUNT)
We hereby give you notice that, by a deed of charge dated of even date herewith
and made between, inter alios, ourselves, Halifax plc and State Street Bank and
Trust Company (the SECURITY TRUSTEE), a copy of which is enclosed (the FUNDING
1 DEED OF CHARGE), we:
(a) charged by way of first fixed charge all of our right, title, benefit
and interest present and future in, to and under the Funding 1
Transaction Account and the Funding 1 GIC Account and all sums of
money standing to the credit thereof and all interest accruing thereon
from time to time; and
(b) assigned all of our right, title, benefit and interest present and
future in, to and under the bank account agreement of even date
herewith between ourselves, yourselves, the Security Trustee and
Halifax plc in its capacity as Seller and Cash Manager.
Accordingly, amounts may and shall be withdrawn from time to time from the
Funding 1 Transaction Account or the Funding 1 GIC Account in accordance with
the provisions of the Funding 1 Deed of Charge only until such time as you
receive notice in writing from the Security Trustee in which case you shall
thereafter comply with all directions of the Security Trustee.
Please note that the foregoing authorisations and instructions may not be
revoked or varied by ourselves without the prior written consent of the
Security Trustee.
17
Please acknowledge receipt of this notice and your acceptance of the
instructions herein contained by signing two copies of the attached form of
acknowledgement, returning one copy to ourselves and sending the other copy
direct to the Security Trustee at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
for the attention of Corporate Trust.
This notice of charge and assignment is governed by, and construed in
accordance with, the laws of England. Words defined in the Master Definitions
and Construction Schedule referred to in clause 1 of the Funding 1 Deed of
Charge shall have the same meaning in this notice.
Yours faithfully
...........................
for and on behalf of
PERMANENT FUNDING (NO. 1) LIMITED
18
PART 2
ACKNOWLEDGEMENT - FUNDING 1 TRANSACTION ACCOUNT/FUNDING 1 GIC ACCOUNT
To: Permanent Funding (No. 1) Limited
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
and to: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of Corporate Trust
14 June 2002
Dear Sirs,
RE: PERMANENT FUNDING (NO. 1) LIMITED:
* FUNDING 1 TRANSACTION ACCOUNT NUMBER ▇▇▇▇▇▇▇▇ (SORT CODE 12-08-83)
(THE FUNDING 1 TRANSACTION ACCOUNT)
* FUNDING 1 GIC ACCOUNT NUMBER ▇▇▇▇▇▇▇▇ (SORT CODE 12-08-83) (THE
FUNDING 1 GIC ACCOUNT)
We acknowledge receipt of your letter dated 14 June 2002, a copy of which is
attached. Words and expressions defined in that letter have the same meanings
herein.
In consideration of your agreeing to maintain the Funding 1 Transaction Account
and the Funding 1 GIC Account with us, we now agree and confirm to the Security
Trustee that we accept and will comply with the authorisations and instructions
contained in that letter and will not accept or act upon any instructions
contrary thereto unless the same shall be in writing signed by the Security
Trustee.
This acknowledgement is governed by, and construed in accordance with, the laws
of England.
Yours faithfully,
..........................
for and on behalf of
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
19
PART 3
NOTICE OF CHARGE - FUNDING 2 TRANSACTION ACCOUNT/FUNDING 2 GIC ACCOUNT
To: The Governor and Company of the Bank of Scotland
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of: Corporate Banking Channel Support
and to: The Bank of New York
▇▇▇▇ ▇▇▇▇▇
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For the attention of: Corporate Trust
17 October 2006
Dear Sirs,
RE: PERMANENT FUNDING (NO. 2) LIMITED:
* FUNDING 2 TRANSACTION ACCOUNT NUMBER ▇▇▇▇▇▇▇▇ (SORT CODE 12-08-83)
(THE FUNDING 2 TRANSACTION ACCOUNT)
* FUNDING 2 GIC ACCOUNT NUMBER ▇▇▇▇▇▇▇▇ (SORT CODE 12-08-83) (THE
FUNDING 2 GIC ACCOUNT)
We hereby give you notice that, by a deed of charge dated of even date herewith
and made between, inter alios, ourselves, Halifax plc and The Bank of New York
(the FUNDING 2 SECURITY TRUSTEE), a copy of which is enclosed (the FUNDING 2
DEED OF CHARGE), we:
(a) charged by way of first fixed charge all of our right, title, benefit
and interest present and future in, to and under the Funding 2
Transaction Account and the Funding 2 GIC Account and all sums of
money standing to the credit thereof and all interest accruing thereon
from time to time; and
(b) assigned all of our right, title, benefit and interest present and
future in, to and under the bank account agreement of even date
herewith between ourselves, yourselves, the Funding 2 Security Trustee
and Halifax plc in its capacity as Cash Manager.
Accordingly, amounts may and shall be withdrawn from time to time from the
Funding 2 Transaction Account and the Funding 2 GIC Account in accordance with
the provisions of the Bank Account Agreement and the Funding 2 Deed of Charge
only until such time as you receive notice in writing from the Funding 2
Security Trustee in which case you shall thereafter comply with all directions
of the Funding 2 Security Trustee.
Please note that the foregoing authorisations and instructions may not be
revoked or varied by ourselves without the prior written consent of the Funding
2 Security Trustee.
Please acknowledge receipt of this notice and your acceptance of the
instructions herein contained by signing two copies of the attached form of
acknowledgement, returning one copy to ourselves and sending the other
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copy direct to the Funding 2 Security Trustee at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ for the attention of Corporate Trust.
This notice of charge and assignment is governed by, and construed in
accordance with, the laws of England. Words defined in the Master Definitions
and Construction Schedule referred to in clause 1 of the Funding 2 Deed of
Charge shall have the same meaning in this notice.
Yours faithfully
..........................
for and on behalf of
PERMANENT FUNDING (NO. 2) LIMITED
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PART 4
ACKNOWLEDGEMENT - FUNDING 2 TRANSACTION ACCOUNT/FUNDING 2 GIC ACCOUNT
To: Permanent Funding (No. 2) Limited
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and to: The Bank of New York
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For the attention of Corporate Trust
17 October 2006
Dear Sirs,
RE: PERMANENT FUNDING (NO. 2) LIMITED:
* FUNDING 2 TRANSACTION ACCOUNT NUMBER ▇▇▇▇▇▇▇▇ (SORT CODE 12-08-83)
(THE FUNDING 2 TRANSACTION ACCOUNT)
* FUNDING 2 GIC ACCOUNT NUMBER ▇▇▇▇▇▇▇▇ (SORT CODE 12-08-83) (THE
FUNDING 2 GIC ACCOUNT)
We acknowledge receipt of your letter dated 17 October 2006, a copy of which is
attached. Words and expressions defined in that letter have the same meanings
herein.
In consideration of your agreeing to maintain the Funding 2 Transaction Account
and the Funding 2 GIC Account with us, we now agree and confirm to the Funding
2 Security Trustee that we accept and will comply with the authorisations and
instructions contained in that letter and will not accept or act upon any
instructions contrary thereto unless the same shall be in writing signed by the
Funding 2 Security Trustee.
This acknowledgement is governed by, and construed in accordance with, the laws
of England.
Yours faithfully,
..........................
for and on behalf of
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
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SIGNATORIES
FUNDING 1
EXECUTED as a DEED by ) /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
PERMANENT FUNDING (NO. 1) )
LIMITED acting by two directors ) /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
FUNDING 2
EXECUTED as a DEED by ) /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
PERMANENT FUNDING (NO. 2) )
LIMITED acting by two directors ) /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
MORTGAGES TRUSTEE
EXECUTED as a DEED on behalf of )
PERMANENT MORTGAGES ) /S/ ▇▇▇ ▇▇▇▇▇▇▇
TRUSTEE LIMITED, )
a company incorporated in Jersey, )
Channel Islands, by )
being a person who, )
in accordance with the laws of that )
territory is acting under the authority of )
the company in the presence of: )
Witness's signature: /S/ ▇▇▇▇▇ ▇▇▇▇
Name:
Address: ▇▇▇▇▇ & OVERY LLP
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
CASH MANAGER, SELLER AND ACCOUNT BANK
EXECUTED as a DEED by ) /S/ ▇▇▇ ▇▇▇▇▇▇▇
BANK OF SCOTLAND PLC )
acting by its attorney ) /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
in the presence of: )
Witness's signature: /S/ ▇▇▇▇▇ ▇▇▇▇
Name:
Address: ▇▇▇▇▇ & OVERY LLP
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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FUNDING 1 SECURITY TRUSTEE
EXECUTED as a DEED ) /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
for and on behalf of )
THE BANK OF NEW YORK )
by its authorised signatory )
Witness's signature: /S/ ▇▇▇▇▇ ▇▇▇▇
Name:
Address: ▇▇▇▇▇ & ▇▇▇▇▇ LLP
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▇▇▇▇▇▇ ▇▇▇ ▇▇▇
FUNDING 2 SECURITY TRUSTEE
EXECUTED as a DEED ) /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
for and on behalf of )
THE BANK OF NEW YORK )
by its authorised signatory )
Witness's signature: /S/ ▇▇▇▇▇ ▇▇▇▇
Name:
Address: ▇▇▇▇▇ & OVERY LLP
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