Exhibit 4.12
EXECUTION COPY
AMENDED AND RESTATED BANK ACCOUNT AGREEMENT
17 OCTOBER 2006
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
HALIFAX PLC
as Cash Manager and Seller
and
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
as Account Bank
and
THE BANK OF NEW YORK
as Funding 1 Security Trustee and Funding 2 Security Trustee
▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇ LLP
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation.........................................3
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..........................................4
3. Payment................................................................5
4. Mandates...............................................................5
5. Acknowledgement by the Account Bank....................................6
6. Certification, Indemnity and Acceleration Notice.......................7
7. Change of Funding 1 Security Trustee and Funding 2 Security Trustee
or Account Bank........................................................9
8. Termination............................................................9
9. Further Assurance.....................................................12
10. Confidentiality.......................................................12
11. Costs.................................................................13
12. Notices...............................................................13
13. Interest..............................................................14
14. Withholding...........................................................14
15. Tax Status............................................................15
16. Entire Agreement......................................................15
17. Assignment............................................................15
18. The Funding 1 Security Trustee and Funding 2 Security Trustee.........15
19. Amendments, Waivers and Consents......................................16
20. Exclusion of Third Party Rights.......................................16
21. Counterparts and Severability.........................................16
22. Governing Law.........................................................16
23. Submission to Jurisdiction............................................16
SCHEDULE
1. Forms of Mandate......................................................17
2. Forms of Notice of Charge and Acknowledgement.........................18
Part 1 Notice of Charge - Funding 1 Transaction Account/
Funding 1 GIC Account........................................18
Part 2 Acknowledgement - Funding 1 Transaction Account/
Funding 1 GIC Account........................................20
Part 3 Notice of Charge - Funding 2 Transaction Account/
Funding 2 GIC Account........................................21
Part 4 Acknowledgement - Funding 2 Transaction Account/
Funding 2 GIC Account...................... .................23
Signatories..................................................................24
THIS AMENDED AND RESTATED BANK AGREEMENT (this AGREEMENT) is made on 17 October
2006
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) HALIFAX PLC (registered number 2367076), a public limited company
incorporated under the laws of England and Wales whose registered office
is at ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, in its capacity as
CASH MANAGER to Funding 1, Funding 2 and the Mortgages Trustee pursuant
to the Cash Management Agreement;
(5) THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND, a company established
by an Act of Parliament of Scotland in 1695 and having its head office
at ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, acting in its capacity as 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) ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇;
(6) THE BANK OF NEW YORK, a New York Banking Corporation acting through its
offices at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, in its
capacity as FUNDING 1 SECURITY TRUSTEE; and
(7) THE BANK OF NEW YORK, a New York Banking Corporation acting through its
offices at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, in its
capacity as FUNDING 2 SECURITY TRUSTEE.
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 17
October 2006 (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 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 2 of the Master Definitions
and Construction Schedule.
1.2 This Agreement amends and restates the Account Bank Agreement made on
14th June, 2002 as amended and restated on 22 March 2006 (the PRINCIPAL
AGREEMENT). As of the date of this Agreement, any future rights or
obligations (excluding such obligations accrued to the date of this
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Agreement) of a party under 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 (i) is
in writing or is given by the internet banking service provided by the
Account Bank and (ii) 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 the 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.
(b) The charges of the Account Bank for the operation of the each of the
Bank Accounts payable by the 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.
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(c) The charges of the Account Bank for the operation of the each of the
Bank Accounts payable by the 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(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.
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
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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 Halifax plc 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;
(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;
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(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.
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:
7
(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 Halifax plc 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 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.
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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:
(i) 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
(a) or (f) below occur; and
(ii) 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 (b) to (e) (inclusive) below occur,
in each case by serving a written notice of termination on the Account
Bank in any of the following circumstances:
(a) 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
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(b) 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
(c) if the Account Bank, otherwise than for the purposes of such
amalgamation or reconstruction as is referred to in paragraph (d)
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
(d) 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
(e) 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) and (except in the case of presentation of petition for an
administration order) 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
(f) 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
10
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(a) to
(f) (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 Moody's) 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.
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.
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.
11
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 10 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 10 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 Moody's) 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.
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.
12
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), 8.1(c), 8.1(d), 8.1(e), 8.1(f), 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 Halifax plc at ▇▇▇▇▇▇▇ ▇▇▇▇
(▇▇/▇/▇/▇▇▇), ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number
▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) for the attention of Head of Mortgage
Securitisation with a copy to HBOS Treasury Services plc, ▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number +44 (020) 7574
8303) 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 HBOS Treasury Services plc, ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇)
for the attention of Head of Mortgage Securitisation and Covered
Bonds;
(c) in the case of the Seller: to Halifax plc at ▇▇▇▇▇▇▇ ▇▇▇▇
(▇▇/▇/▇/▇▇▇), ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number
▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) for the attention of the Head of Mortgage
Securitisation with a copy to HBOS Treasury Services plc, ▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number +44 (020) 7574
8303) for the attention of Head of Mortgage Securitisation and
Covered Bonds;
(d) in the case of Funding 1: to Permanent Funding (No. 1) Limited,
▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number +44 (020)
7398 6325) to the attention of the Secretary with a copy to HBOS
Treasury Services plc, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇) 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 +44 (020)
7398 6325) to the attention of the Secretary with a copy to HBOS
Treasury Services plc, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇) 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, 48th Floor, at ▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number +44
(▇▇▇) ▇▇▇▇ ▇▇▇▇) for the attention of Corporate Trust; and
(g) in the case of the Account Bank: to the Bank of Scotland plc,
Leeds Business Centre, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) for the
13
attention of the Corporate Banking Channel Support with copies
to: Halifax plc, ▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇/▇/▇/▇▇▇), ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) for the
attention of Head of Mortgage Securitisation; and HBOS Treasury
Services plc, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (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 such period less 0.25 per
cent. 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
one-month sterling deposits in respect of such period less 0.25 per
cent. 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.
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
14
(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 349 of the Income and Corporation ▇▇▇▇▇ ▇▇▇
▇▇▇▇, 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.
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.
15
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.
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 this Agreement the day and
year first before written.
16
SCHEDULE 1
FORMS OF MANDATE
IN THE FORMS ATTACHED
17
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
14th 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.
18
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.
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
19
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
14th 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 14th 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
20
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
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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.
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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 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
▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
and to: The Bank of New York
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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
Signed by )
for and on behalf of )
PERMANENT FUNDING (NO. 1) )
LIMITED ) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as Funding 1 ) ............................
Signed by )
for and on behalf of )
PERMANENT FUNDING (NO. 2) )
LIMITED ) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as Funding 2 ) ............................
Signed by )
for and on behalf of )
PERMANENT MORTGAGES TRUSTEE )
LIMITED ) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as Mortgages Trustee ) ............................
Signed by )
for and on behalf of ) /s/ ▇▇▇ ▇▇▇▇▇▇▇
HALIFAX PLC ) /s/ ▇▇▇▇▇▇▇ Takk
as Cash Manager and Seller ) ............................
Signed by )
for and on behalf of )
THE GOVERNOR AND )
COMPANY OF THE BANK OF ) /s/ ▇▇▇ ▇▇▇▇▇▇▇
SCOTLAND ) /s/ ▇▇▇▇▇▇▇ Takk
as Account Bank ) ............................
Signed by )
for and on behalf of )
THE BANK OF NEW YORK )
) /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
as Funding 1 Security Trustee and ) ............................
Funding 2 Security Trustee
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