Exhibit 10.10
EXECUTION COPY
AMENDED AND RESTATED
MORTGAGES TRUSTEE GUARANTEED INVESTMENT
CONTRACT
17 OCTOBER 2006
PERMANENT MORTGAGES TRUSTEE LIMITED
as the Mortgages Trustee
and
HALIFAX PLC
as Cash Manager
and
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
as Mortgages Trustee GIC Provider
and
THE BANK OF NEW YORK
as Funding 1 Security Trustee and Funding 2 Security Trustee
▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇ LLP
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation.........................................1
2. The Mortgages Trustee GIC Account......................................2
3. Interest...............................................................2
4. Withdrawals and Deposits...............................................2
5. Termination............................................................3
6. Warranties.............................................................3
7. Assignment.............................................................3
8. Agency.................................................................3
9. Information............................................................3
10. Payments and Withholdings..............................................4
11. Notices................................................................4
12. Counterparts and Severability..........................................5
13. The Funding 1 Security Trustee and the Funding 2 Security Trustee......5
14. Amendments, Waivers and Contracts......................................5
15. Exclusion of Third Party Rights........................................5
16. Governing Law..........................................................5
17. Submission to Jurisdiction.............................................5
Signatories...................................................................7
THIS AMENDED AND RESTATED MORTGAGES TRUSTEE GUARANTEED INVESTMENT CONTRACT
(this AGREEMENT) is made on 17 October 2006
BETWEEN:
(1) PERMANENT MORTGAGES TRUSTEE LIMITED (registered number 83116), a private
limited company incorporated under the laws of Jersey, Channel Islands,
whose registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇,
Channel Islands, acting in its capacity as the MORTGAGES TRUSTEE;
(2) HALIFAX PLC (registered number 2367076), a public limited company
incorporated under the laws of England and Wales whose registered office
is at ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, acting in its
capacity as the CASH MANAGER;
(3) 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 the MORTGAGES
TRUSTEE GIC PROVIDER;
(4) THE BANK OF NEW YORK, A New York Banking Corporation acting through its
offices at 48 th Floor, One Canada Square, London E14 5AL, in its
capacity as the FUNDING 1 SECURITY TRUSTEE; and
(5) THE BANK OF NEW YORK, A New York Banking Corporation acting through its
offices at 48 th Floor, One Canada Square, London E14 5AL, in its
capacity as the FUNDING 2 SECURITY TRUSTEE.
WHEREAS
(A) The Cash Manager has agreed, pursuant to the Cash Management Agreement,
to provide Cash Management Services in connection with the business of
the Mortgages Trustee.
(B) The Cash Management Agreement provides that the Mortgages Trustee shall
pay into an interest bearing account all Monthly Payments and other
amounts set out in CLAUSE 4 of the Cash Management Agreement and the
Mortgages Trustee GIC Provider is willing to provide such an account
pursuant to and on the terms of this Agreement and the Bank Account
Agreement.
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 dated 17
October 2006 (as the same may be amended, varied or supplemented from
time to time with the consent of the parties hereto) (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) 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 Mortgages Trustee Guaranteed
Investment Contract made on 14 June 2002 (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 the Mortgages Trust Deed and the
Controlling Beneficiary Deed.
2. THE MORTGAGES TRUSTEE GIC ACCOUNT
The Mortgages Trustee GIC Provider confirms that (on the instructions of
the Mortgages Trustee (as trustee for the Beneficiaries)) the Mortgages
Trustee GIC Account has been opened in its books in the name of the
Mortgages Trustee, and it agrees to accept on deposit in the Mortgages
Trustee GIC Account all monies transferred to the Mortgages Trustee from
time to time subject to and upon the terms of this Agreement and the
Bank Account Agreement.
3. INTEREST
3.1 Interest shall accrue daily on the Mortgages Trustee GIC Balance and
shall be paid monthly on the last Business Day of each month at a rate
of interest equal to the Mortgages Trustee GIC Rate (calculated on the
basis of the actual number of days elapsed and a 365 day year) by
payment for value on the same day to the Mortgages Trustee GIC Account
or such other accounts as the Mortgages Trustee (as trustee for the
Beneficiaries) shall specify.
3.2 If the Mortgages Trustee GIC Provider receives notice in writing from
(a) the Funding 1 Security Trustee or the Funding 2 Security Trustee (as
applicable) to the effect that an Intercompany Loan Enforcement Notice
or a Master Intercompany Loan Acceleration Notice (respectively) has
been served or (b) from the Mortgages Trustee that the appointment of
Halifax plc as Cash Manager under the Cash Management Agreement has been
terminated, then, save as otherwise expressly provided under the Bank
Account Agreement, the Mortgages Trustee GIC Provider agrees that it
shall, upon receipt of such notice from the Funding 1 Security Trustee
or the Funding 2 Security Trustee (as applicable), comply with the
directions of the Funding 1 Security Trustee or the Funding 2 Security
Trustee or, in the case of (b) above, any successor cash manager
appointed by the Mortgages Trustee and/or the Funding 1 Security Trustee
and/or the Funding 2 Security Trustee (subject to such successor cash
manager having entered into an agreement with the relevant Account Bank
on substantially the same terms as this Agreement) in relation to the
operation of the Mortgages Trustee GIC Account.
4. WITHDRAWALS AND DEPOSITS
4.1 Subject always to the provisions of the Cash Management Agreement and
CLAUSE 6.3 of the Bank Account Agreement, the Mortgages Trustee may on
any London Business Day give notice to the Mortgages Trustee GIC
Provider that it wishes to withdraw on such date all or part of the
Mortgages Trustee GIC Balance from the Mortgages Trustee GIC Account and
the Mortgages Trustee GIC Provider shall comply with such notice and pay
the amount specified in such notice to the account specified therein,
provided that if any such notice is received after 12 noon on any day it
shall be deemed to have been received at the opening of business on the
next following London Business Day.
4.2 The Mortgages Trustee may deposit sums in the Mortgages Trustee GIC
Account, to the extent permitted by the terms of the Cash Management
Agreement, and the Mortgages Trustee GIC Provider agrees to accept and
credit to the Mortgages Trustee GIC Account such sums in accordance with
the other terms hereof.
4.3 Subject always to the provisions of the Cash Management Agreement and
the Bank Account Agreement, the Cash Manager may, pursuant to CLAUSES 4
of the Cash Management Agreement, on any London Business Day (but only
prior to the service of an Intercompany Loan Acceleration
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Notice or a Master Intercompany Loan Acceleration Notice), give notice
to the Mortgages Trustee GIC Provider that it wishes to withdraw on such
date all or part of the Mortgages Trustee GIC Balance from the Mortgages
Trustee GIC Account and the Mortgages Trustee GIC Provider shall comply
with such notice and pay the amount specified in such notice to the
account specified therein, provided that if any such notice is received
after 14:30 pm on any day it shall be deemed to have been received at
the opening of business on the next following London Business Day.
5. TERMINATION
Following termination of the Bank Account Agreement and/or closing of
the Mortgages Trustee GIC Account in accordance with the terms of the
Bank Account Agreement, the Mortgages Trustee may terminate this
Agreement by serving a written notice of termination on the Mortgages
Trustee GIC Provider.
6. WARRANTIES
6.1 The Mortgages Trustee GIC Provider warrants to the Mortgages Trustee,
the Funding 1 Security Trustee and the Funding 2 Security Trustee at the
date hereof, on each date on which an amount is credited to the
Mortgages Trustee GIC Account and on each Distribution Date, that it is
duly established with limited liability under the laws of England and
Wales and is an institution authorised to carry on banking business
(including accepting deposits) under the Financial Services and Markets
▇▇▇ ▇▇▇▇.
6.2 The Mortgages Trustee GIC Provider undertakes to notify the Mortgages
Trustee, the Funding 1 Security Trustee and the Funding 2 Security
Trustee immediately if, at any time during the term of this Agreement,
either of the statements contained in CLAUSE 6.1 ceases to be true. The
warranties set out in CLAUSE 6.1 shall survive the signing and delivery
of this Agreement.
7. ASSIGNMENT
Save as otherwise contemplated in this Agreement, the Cash Management
Agreement and the Mortgages Trust Deed, no party hereto (other than the
Funding 1 Security Trustee or the Funding 2 Security Trustee) may assign
or transfer any of its rights or obligations hereunder without the prior
written consent of the Funding 1 Security Trustee and the Funding 2
Security Trustee and unless each Rating Agency has confirmed in writing
to the Funding 1 Security Trustee and the Funding 2 Security Trustee
that such assignment or transfer would not adversely affect the then
current ratings of the Notes. In any event any assignee of the Mortgages
Trustee GIC Provider must be an institution authorised to carry on
banking business (including accepting deposits) under the Financial
Services and Markets ▇▇▇ ▇▇▇▇.
8. AGENCY
The Mortgages Trustee GIC Provider agrees and confirms that, unless
otherwise notified by the Mortgages Trustee, the Funding 1 Security
Trustee and the Funding 2 Security Trustee or the Cash Manager, as agent
of the Mortgages Trustee, may act on behalf of the Mortgages Trustee
under this Agreement.
9. INFORMATION
The Mortgages Trustee GIC Provider shall provide to the Funding 1
Security Trustee and/or the Funding 2 Security Trustee, or procure the
provision to the Funding 1 Security Trustee and/or the Funding 2
Security Trustee of, such information and evidence in respect of any
dealing between the Mortgages Trustee and the Mortgages Trustee GIC
Provider or otherwise under or in relation to this Agreement as the
Funding 1 Security Trustee and/or the Funding 2 Security Trustee may
reasonably
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request and the Mortgages Trustee hereby waives any right or duty of
confidentiality which it may have or which may be owed to it by the
Mortgages Trustee GIC Provider in respect of the disclosure of such
information and evidence pursuant to this CLAUSE 9.
10. PAYMENTS AND WITHHOLDINGS
The parties agree that payments required to be made hereunder shall be
made in accordance with CLAUSE 3 of the Bank Account Agreement and that
CLAUSES 14 and 15 of the Bank Account Agreement shall, to the extent
that it relates to the Mortgages Trustee GIC Account, be incorporated in
and shall apply, mutatis mutandis, to this Agreement (and for this
purpose references to any "ACCOUNT BANK" shall be deemed to be replaced
by the "MORTGAGES TRUSTEE GIC PROVIDER") such that all payments to be
made by the Mortgages Trustee GIC Provider hereunder will be made upon
the terms and subject to the same conditions as are set out in CLAUSES
14 and 15 of the Bank Account Agreement.
11. NOTICES
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 London
Business Day or on the next London Business Day if delivered thereafter
or on a day which is not a London 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 Mortgages Trustee: to Permanent Mortgages
Trustee Limited, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇) ▇▇▇▇ ▇▇▇▇▇▇) for the attention of the
Secretary with a copy to HBOS Treasury Services plc, ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile no. ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇) for
the attention of the Head of Capital Markets and Securitisation;
(b) in the case of the Mortgages Trustee GIC Provider: to the Bank of
Scotland plc, Leeds Business Centre, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇, ▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇) ▇▇▇▇ ▇▇▇▇▇▇) for the
attention of the Associate Director with copies to: Bank of
Scotland plc, c/o Halifax plc, Bradford Business Centre, ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇) ▇▇▇▇ ▇▇▇▇▇▇
for the attention of the Associate Director; Halifax plc, ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number +44 (0)
1422 391777) for the attention of Mortgage Securitisation
Manager; and HBOS Treasury Services plc, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇) for the
attention of Head of Capital Markets and Securitisation;
(c) in the case of the Cash Manager, to Halifax plc: ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number +44 (0) 1422
391777) for the attention of Mortgage Securitisation Manager with
a copy to HBOS Treasury Services plc, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ (facsimile no. ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇) for the attention of
the Head of Capital Markets and Securitisation; and
(d) 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,
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 11.
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12. COUNTERPARTS AND SEVERABILITY
12.1 This Agreement may be executed in any number of counterparts (manually
or by facsimile), and by the parties on separate counterparts, but shall
not be effective until each party has executed at least one counterpart.
Each counterpart shall constitute an original of this Agreement, but all
the counterparts shall together constitute but one and the same
instrument.
12.2 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.
13. THE FUNDING 1 SECURITY TRUSTEE AND THE 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 Mortgages Trustee GIC Provider or the
Mortgages Trustee hereunder.
14. AMENDMENTS, WAIVERS AND CONTRACTS
14.1 Subject to 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 , 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.
14.2 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.
15. EXCLUSION OF THIRD PARTY RIGHTS
The parties to this Agreement do not intend that any term of this
Agreement should be enforced, by virtue of the Contracts (Rights of
Third Parties) ▇▇▇ ▇▇▇▇, by any person who is not a party to this
Agreement.
16. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with,
the laws of England.
17. 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
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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 on the day
and year first before written.
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SIGNATORIES
MORTGAGES TRUSTEE
SIGNED for and on behalf of ) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
PERMANENT MORTGAGES )
TRUSTEE LIMITED )
by: )
CASH MANAGER
SIGNED for and on behalf of ) /s/ ▇▇▇ ▇▇▇▇▇▇▇
HALIFAX plc ) /s/ ▇▇▇▇▇▇▇ Takk
by: )
MORTGAGES TRUSTEE GIC PROVIDER
SIGNED for and on behalf of ) /s/ ▇▇▇ ▇▇▇▇▇▇▇
THE GOVERNOR AND ) /s/ ▇▇▇▇▇▇▇ Takk
COMPANY OF THE BANK OF )
SCOTLAND )
by: )
FUNDING 1 SECURITY TRUSTEE AND FUNDING 2 SECURITY TRUSTEE
SIGNED for and on behalf of ) /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
THE BANK OF NEW YORK )
as Funding 1 Security Trustee )
by: )
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