Exhibit 4.12
AMENDED AND RESTATED BANK ACCOUNT AGREEMENT
[*] 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.....................................5
6. Certification, Indemnity and Acceleration Notice........................7
7. Change of Funding 1 Security Trustee and Funding 2
Security Trustee or Account Bank........................................8
8. Termination.............................................................9
9. Further Assurance......................................................12
10. Confidentiality........................................................12
11. Costs..................................................................12
12. Notices................................................................12
13. Interest...............................................................13
14. Withholding............................................................14
15. Tax Status.............................................................14
16. Entire Agreement.......................................................15
17. Variation and Waiver...................................................15
18. Assignment.............................................................15
19. The Funding 1 Security Trustee and Funding 2 Security Trustee..........15
20. Amendments.............................................................15
21. Exclusion of Third Party Rights........................................16
22. Counterparts and Severability..........................................16
23. Governing Law..........................................................16
24. 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 AGREEMENT is made on [*] 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) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇; and
(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 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 [*]
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
Agreement) of a party under the Principal Agreement shall be extinguished
and shall instead be governed by this Agreement.
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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 Clauses [16.2] and [16.3] of the
Mortgages Trust Deed and the Controlling Beneficiary Deed. [TO CONFIRM
AGAINST 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
The charges of the Account Bank for the operation of the each of the Bank
Accounts 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.
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.
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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 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 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 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 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:
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(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;
(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.
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(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 or the Funding 1 Security Trustee, 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
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
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
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(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 and the Funding 2 Security
Trustee have served an Intercompany Loan Acceleration Notice or 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.
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 the Funding 2 Security Trustee or an additional
Funding 1 Security Trustee and the 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 the new
Funding 2 Security Trustee the rights, benefits and obligations of the
Funding 1 Security Trustee and the Funding 2 Security Trustee under this
Agreement and releasing the retiring Funding 1 Security Trustee and the
retiring Funding 2 Security Trustee from its future obligations
hereunder.
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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
(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
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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 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, the Funding 1 Deed of
Charge [OR THE SERVICING AGREEMENT], 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, the Funding 2 Deed of Charge or [THE SERVICING
AGREEMENT], 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 Funding 1 Security Trustee and the Funding 2 Security Trustee to
serve a notice of termination pursuant to Clause 8.4.
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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.
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,
11
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.
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
12
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, to The Bank of New
York, 48th Floor, at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇) for the attention of
Corporate Trust;
(g) in the case of the Funding 2 Security Trustee, to The Bank of New
York, 48th Floor, at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇) for the attention of
Corporate Trust; and
(h) in the case of the Account Bank, to the Bank of Scotland plc,
Leeds Business Centre, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) for the 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 +44 (020) 7574
8303) 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
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
(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 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
14
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. VARIATION AND WAIVER
No variation, waiver or novation of this Agreement or any provision(s) of
this Agreement shall be effective unless it is in writing and executed by
(or by some person duly authorised by) each of the parties hereto. 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.
18. ASSIGNMENT
Subject as provided in or contemplated by Clauses 5.1(f) 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).
19. 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 which may 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, but shall in any event be exercised in accordance with
the provisions of the Funding 1 Deed of Charge and/or the Funding 2 Deed
of Charge, as the case may be.
20. AMENDMENTS
Subject to clause 25.8 of the Funding 1 Deed of Charge and clause 24.8 of
the Funding 2 Deed of Charge, any amendments to this Agreement will be
made only with the prior written consent of each party to this Agreement.
15
21. 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.
22. COUNTERPARTS AND SEVERABILITY
22.1 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.
22.2 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.
23. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with,
the laws of England.
24. SUBMISSION TO JURISDICTION
Each party to this Agreement hereby irrevocably submits to the
non-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: State Street Bank and Trust Company
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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.
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.
18
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: State Street Bank and Trust Company
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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: Company Secretary
and to: The Bank of New York
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of: Corporate Trust
[*] 2006
Dear Sirs,
RE: PERMANENT FUNDING (NO. 2) LIMITED:
*. FUNDING 2 TRANSACTION ACCOUNT NUMBER [*] (SORT CODE [*]) (THE FUNDING 2
TRANSACTION ACCOUNT)
*. FUNDING 2 GIC ACCOUNT NUMBER [*] (SORT CODE [*]) (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 SECURITY TRUSTEE), a copy of which is enclosed (the FUNDING 2 DEED OF
CHARGE), we:
(c) 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
(d) 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 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 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.
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
21
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 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
[*] 2006
Dear Sirs,
RE: PERMANENT FUNDING (NO. 2) LIMITED:
*. FUNDING 2 TRANSACTION ACCOUNT NUMBER [*] (SORT CODE [*]) (THE FUNDING 2
TRANSACTION ACCOUNT)
*. FUNDING 2 GIC ACCOUNT NUMBER [*] (SORT CODE [*]) (THE FUNDING 2 GIC
ACCOUNT)
We acknowledge receipt of your letter dated [*] 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 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
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SIGNATORIES
Signed by )
for and on behalf of )
PERMANENT FUNDING (NO. 1) )
LIMITED )
as Funding 1 ) .........................
Signed by )
for and on behalf of )
PERMANENT FUNDING (NO. 2) )
LIMITED )
as Funding 2 ) .........................
Signed by )
for and on behalf of )
PERMANENT MORTGAGES )
TRUSTEE LIMITED )
as Mortgages Trustee ) .........................
Signed by )
for and on behalf of )
HALIFAX PLC )
as Cash Manager and Seller ) .........................
Signed by )
for and on behalf of )
THE GOVERNOR AND )
COMPANY OF THE BANK OF )
SCOTLAND )
as Account Bank ) .........................
Signed by )
for and on behalf of )
THE BANK OF NEW YORK )
)
as Security Trustee ) .........................
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