DATED 26th July, 2000 HOLMES TRUSTEES LIMITED as the Mortgages Trustee and ABBEY NATIONAL PLC as Cash Manager and as Mortgages Trustee GIC Provider and THE CHASE MANHATTAN BANK, LONDON BRANCH as Security Trustee
| CONFORMED COPY |
DATED 26th July, 2000
▇▇▇▇▇▇ TRUSTEES LIMITED
as the Mortgages Trustee
and
ABBEY NATIONAL PLC
as Cash Manager and as Mortgages Trustee
GIC Provider
and
THE CHASE MANHATTAN BANK, LONDON
BRANCH
as Security Trustee
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| MORTGAGES TRUSTEE GUARANTEED INVESTMENT CONTRACT | ||
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▇▇▇▇▇ & ▇▇▇▇▇
London
CONTENTS
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| THIS AGREEMENT is made on 26th July, 2000 | |
| BETWEEN: | |
| (1) | ▇▇▇▇▇▇ TRUSTEES LIMITED (registered number 3982431), a private limited company incorporated under the laws of England and Wales, whose registered office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "Mortgages Trustee"); |
| (2) | ABBEY NATIONAL PLC a public limited company incorporated under the laws of England and Wales whose registered office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (in its capacity as the "Mortgages Trustee GIC Provider" and in its capacity as cash manager pursuant to the Cash Management Agreement, the "Cash Manager"); and |
| (3) | THE CHASE MANHATTAN BANK, LONDON BRANCH, whose principal office is at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ (the "Security Trustee" which expression shall include such person and all other persons for the time being acting as trustee or trustees under the Funding Deed of Charge). |
| WHEREAS | |
| (A) | The Seller has agreed to assign the Initial Portfolio to the Mortgages Trustee (as trustee for the Seller and Funding) pursuant to the Mortgage Sale Agreement. Funding proposes to fund its purchase of the Funding Share by drawings under the Term Advances provided by the First Issuer pursuant to the Intercompany Loan Agreement, which in turn have been funded by the First Issuer by the proceeds of the First Issuer Notes issued by the First Issuer. |
| (B) | 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 and Funding. |
| (C) | 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 4.4 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. |
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| 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 and the 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 Banking ▇▇▇ ▇▇▇▇. |
| 6.2 | The Mortgages Trustee GIC Provider undertakes to notify the Mortgages Trustee and the 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 |
| 7.1 | Save as otherwise contemplated in this Agreement, the Cash Management Agreement and the Mortgages Trust Deed, no party hereto (other than the Security Trustee) may assign or transfer any of its rights or obligations hereunder without the prior written consent of the Security Trustee and unless 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 Banking ▇▇▇ ▇▇▇▇. |
| 8. | AGENCY |
| The Mortgages Trustee GIC Provider agrees and confirms that, unless otherwise notified by the Mortgages Trustee or the Security Trustee, 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 Security Trustee, or procure the provision to the 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 Security Trustee may reasonably 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. | MODIFICATION |
| Save as otherwise provided herein, no amendment, modification or variation of this Agreement shall be effective unless it is in writing and signed by (or by some person duly authorised by) each of the parties hereto and each of the Rating Agencies has confirmed that such amendment, modification or variation will not adversely affect the then current ratings of the Notes. | |
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| 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. | |
| 15. | NEW INTERCOMPANY LOAN AGREEMENTS |
| If Funding enters into a New Intercompany Loan Agreement, then the parties hereto shall execute such documents and take such action as may be necessary or required by the Rating Agencies for the purpose of including the New Issuer, any New Funding Swap Provider, any New Start-Up Loan Provider or any other person who has executed an Accession Undertaking or any New Intercompany Loan Agreement in the Transaction Documents. | |
| 16. | 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. | |
| 17. | GOVERNING LAW |
| This Agreement shall be governed by, and construed in accordance with, the laws of England. | |
| 18. | 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. | |
| IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first before written. | |
| SIGNED for and on behalf of | ) |
| ▇▇▇▇▇▇ TRUSTEES LIMITED | ) |
| by: | ) /s/ ▇.▇. ▇▇▇▇▇ |
| SIGNED for and on behalf of | ) |
| ABBEY NATIONAL PLC | ) |
| in its capacities as Cash | ) |
| Manager and Mortgages Trustee GIC | ) |
| Provider | ) |
| by: | ) /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ |
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| SIGNED for and on behalf of | ) |
| CHASE MANHATTAN BANK, | ) |
| LONDON BRANCH | ) |
| by: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ |