Exhibit 4.13
EXECUTION COPY
MASTER ISSUER BANK ACCOUNT AGREEMENT
17 OCTOBER 2006
PERMANENT MASTER ISSUER PLC
(as Master Issuer)
and
HALIFAX PLC
(as Master Issuer Cash Manager)
and
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
(as Master Issuer Account Bank)
and
THE BANK OF NEW YORK
(as Master Issuer Security Trustee)
and
HBOS TREASURY SERVICES PLC
XXXXX & XXXXX
XXXXX & XXXXX LLP
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation..........................................1
2. The Master Issuer Transaction Account...................................1
3. Additional Master Issuer Accounts.......................................2
4. Payments................................................................3
5. Mandates and Statements.................................................4
6. Acknowledgement by the Master Issuer Account Bank.......................4
7. Certification, Indemnity and Acceleration Notice........................6
8. Change of Master Issuer Security Trustee or Master Issuer Account Bank..7
9. Termination.............................................................7
10. Further Assurance......................................................10
11. Confidentiality........................................................10
12. Costs..................................................................11
13. Notices................................................................11
14. Interest...............................................................12
15. Withholding............................................................12
16. Tax Status.............................................................12
17. Entire Agreement.......................................................13
18. Variation and Waiver...................................................13
19. Assignment.............................................................13
20. The Master Issuer Security Trustee.....................................13
21. Exclusion of Third Party Rights........................................14
22. Counterparts...........................................................14
23. Governing Law..........................................................14
24. Submission to Jurisdiction.............................................14
SCHEDULES
1. Form of Master Issuer Transaction Account Mandate......................15
2. Form of Notice of Assignment and Acknowledgement of Assignment.........16
Part 1 Notice of Assignment - Master Issuer Accounts................16
Part 2 Acknowledgement - Master Issuer Accounts.....................18
Signatories..................................................................19
THIS MASTER ISSUER BANK ACCOUNT AGREEMENT is made on 17 October 2006
BETWEEN:
(1) PERMANENT MASTER ISSUER PLC (registered number 5922774), a public limited
company incorporated under the laws of England and Wales, whose
registered office is at 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (the MASTER
ISSUER);
(2) THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND, a company established
by an Act of Parliament of Scotland in 1695 and acting through its
offices at 000 Xxxxxxxxxx Xxxxxx, Xxxxx, XX0 0XX (in its capacity as
MASTER ISSUER ACCOUNT BANK);
(3) HALIFAX PLC (registered number 02367076), a public limited company
incorporated under the laws of England and Wales whose registered office
is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX (in its capacity as
MASTER ISSUER CASH MANAGER);
(4) THE BANK OF NEW YORK, a New York banking corporation, acting through its
offices at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (in its capacity
as MASTER ISSUER SECURITY TRUSTEE); and
(5) HBOS TREASURY SERVICES PLC, (registered number 02692890) a public limited
company incorporated under the laws of England and Wales whose registered
office is at 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
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) and the master issuer
master definitions and construction schedule signed for the purposes of
identification by Xxxxx & Overy LLP and Sidley Austin on 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 ISSUER
MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) are expressly and
specifically incorporated into this Agreement and, accordingly, the
expressions defined in the Master Definitions and Construction Schedule
and the Master Issuer Master Definitions and Construction Schedule shall,
except where the context otherwise requires and save where otherwise
defined herein, have the same meanings in this Agreement, and this
Agreement shall be construed in accordance with the interpretation
provisions set out in clause 2 of the Master Definitions and Construction
Schedule and in Clause 2 of the Master Issuer Master Definitions and
Construction Schedule.
2. THE MASTER ISSUER TRANSACTION ACCOUNT
2.1 INSTRUCTIONS FROM MASTER ISSUER CASH MANAGER TO MASTER ISSUER ACCOUNT
BANK
Subject to Clause 7.3, the Master Issuer Account Bank shall comply with
any direction of the Master Issuer Cash Manager to effect a payment by
debiting the Master Issuer Transaction Account if such direction (a) is
in writing, is given by telephone and confirmed in writing not later than
close of business on the day on which such direction is given or is given
by the internet banking service
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provided by the Master Issuer Account Bank or otherwise (b) complies with
the Master Issuer Transaction Account Mandate.
2.2 TIMING OF PAYMENT
The Master Issuer Account Bank agrees that if directed pursuant to Clause
2.1 to make any payment, then, subject to Clauses 2.4 and 7.3 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) or, in the case
of a payment to another account with the Master Issuer Account Bank at
the same branch, 4.00 p.m. (London time) on any London Business Day, the
Master Issuer Account Bank shall make such payment at the commencement of
business on the following London Business Day for value that day.
2.3 MASTER ISSUER TRANSACTION ACCOUNT CHARGES
The charges of the Master Issuer Account Bank for the operation of the
Master Issuer Transaction Account shall be debited to the Master Issuer
Transaction Account only on the first day of each month (or, if such day
is not a London Business Day, the next succeeding London Business Day) in
accordance with the order of priority set out in the Master Issuer Cash
Management Agreement, or, following the service of a Note Acceleration
Notice (that is not withdrawn), the Master Issuer Deed of Charge, and the
Master Issuer 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 Master Issuer Account Bank.
2.4 NO OVERDRAWN BALANCE
Notwithstanding the provisions of Clause 2.1, amounts shall only be
withdrawn from the Master Issuer Transaction Account to the extent that
such withdrawal does not cause the Master Issuer Transaction Account to
become overdrawn.
3. ADDITIONAL MASTER ISSUER ACCOUNTS
3.1 TERMINATION OF MASTER ISSUER SWAPS
If any or all of the Master Issuer Swap Agreements terminate and the
Master Issuer is unable to enter into replacement hedging arrangements,
the Master Issuer shall instruct the Master Issuer Cash Manager to open,
as necessary, the relevant Additional Master Issuer Account at the Master
Issuer Account Bank. The Master Issuer shall deliver a mandate to the
Master Issuer Account Bank relating to such Additional Master Issuer
Account in accordance with this Agreement and the Master Issuer Deed of
Charge.
3.2 OPERATION OF ADDITIONAL MASTER ISSUER ACCOUNTS
In the event that an Additional Master Issuer Account is created pursuant
to Clause 3.1, the relevant account shall be operated in accordance with
the following provisions:
(a) subject to Clause 7.3, the Master Issuer Account Bank shall comply
with any direction of the Master Issuer Cash Manager to effect a
payment by debiting the relevant Additional Master Issuer Account
if such direction (i) is in writing or is given by the internet
banking service provided by the Master Issuer Account Bank or
otherwise (ii) complies with the mandates of such Additional
Master Issuer Account;
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(b) the Master Issuer Account Bank shall be entitled to rely on any
direction given by telephone which, in its opinion (acting
reasonably and in good faith), purports to be given by any
Authorised Signatory referred to in the mandates of the relevant
Additional Master Issuer Account, from time to time and in respect
of which the person giving the direction quotes a code reference
notified in writing by the Master Issuer Cash Manager from time to
time to the Master Issuer Account Bank and no delay in giving (or
the absence of giving) the written confirmation of any such
direction shall affect the validity of, or time of giving, the
relevant telephone direction;
(c) the Master Issuer Account Bank agrees that if directed pursuant to
Clause 3.2(a) to make any payment then, subject to Clauses 3.2(e)
and 7.3 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) or, in the case of a payment to
another account with the Master Issuer Account Bank at the same
branch, 4.00 p.m. (London time) on any London Business Day, the
Master Issuer Account Bank shall make such payment at the
commencement of business on the following London Business Day for
value that day;
(d) the charges of the Master Issuer Account Bank for the operation of
the Additional Master Issuer Accounts (if established) shall be
debited to the relevant Additional Master Issuer Account on each
Interest Payment Date in accordance with the order of priority set
out in the Master Issuer Cash Management Agreement or following
enforcement of the Master Issuer Security, the Master Issuer Deed
of Charge, and the Master Issuer 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 Master Issuer Account Bank; and
(e) notwithstanding the provisions of Clause 3.2(a), and subject to
the Master Issuer Deed of Charge, amounts shall only be withdrawn
from an Additional Master Issuer Account to the extent that such
withdrawals do not cause that Additional Master Issuer Account to
become overdrawn.
3.3 MASTER ISSUER SWAP COLLATERAL ACCOUNT
In the event that any collateral is posted by a Master Issuer Currency
Swap Provider pursuant to a Master Issuer Currency Swap Agreement, the
Master Issuer shall instruct the Master Issuer Cash Manager to open a
bank account (which, for the avoidance of doubt, shall include any Master
Issuer Swap Collateral Securities Account) with HBOS Treasury Services
plc for the purposes of holding such collateral (any such account, a
MASTER ISSUER SWAP COLLATERAL ACCOUNT). A Master Issuer Swap Collateral
Account shall be opened in respect of each Master Issuer Currency Swap
Provider that is required to post collateral pursuant to a Master Issuer
Currency Swap Agreement. In the event that any such Master Issuer
Currency Swap Account is opened with HBOS Treasury Services plc, the
parties to this Agreement, not including the Master Issuer Account Bank,
will enter into an agreement on substantially the same terms as this
Agreement (with such amendments as shall be deemed necessary) in respect
of such Master Issuer Swap Collateral Account.
4. PAYMENTS
4.1 INSTRUCTIONS FROM THE MASTER ISSUER CASH MANAGER
(a) The Master Issuer Cash Manager shall, before the date upon which any
payment is due to be made from a Master Issuer Account (including the
payments due to be made on each Interest Payment Date), submit to the
Master Issuer Account Bank irrevocable written instructions, or
instructions by way
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of the internet banking service provided by the Master Issuer Account
Bank, as to the payments to be made out of the relevant Master Issuer
Account on such date.
(b) The Master Issuer Account Bank shall comply with the instructions
described in Clause 4.1(a) and shall effect the payments specified in
such instructions not later than the time specified for payment therein
(provided that the Master Issuer 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 Master
Issuer Account Mandate.
5. MANDATES AND STATEMENTS
5.1 SIGNING AND DELIVERY OF MANDATES
The Master Issuer has delivered to the Master Issuer Account Bank prior
to the Programme Date the Master Issuer Transaction Account Mandate in or
substantially in the form set out in Schedule 1 hereto duly executed and
relating to the Master Issuer Transaction Account, and the Master Issuer
Account Bank hereby confirms to the Master Issuer Security Trustee that
the Master Issuer Transaction Account Mandate has been provided to it,
that the Master Issuer Transaction Account is open and that the Master
Issuer Transaction Account Mandate is operative. The Master Issuer agrees
that, if an Additional Master Issuer Account is opened pursuant to Clause
3.1 or a Master Issuer Swap Collateral Account is opened pursuant to
Clause 3.3, it will deliver to the Master Issuer Account Bank a duly
executed mandate relating to such Additional Master Issuer Account or, as
the case may be, Master Issuer Swap Collateral Account. The Master Issuer
Account Bank acknowledges that the Master Issuer Transaction Account
Mandate and any other mandates delivered from time to time pursuant
hereto shall be subject to the terms of the Master Issuer Deed of Charge
and this Agreement.
5.2 AMENDMENT OR REVOCATION
The Master Issuer Account Bank agrees that it shall notify the Master
Issuer Security Trustee as soon as is reasonably practicable and in
accordance with Clause 13 if it receives any amendment to or revocation
of any Master Issuer Account Mandate that it holds (other than a change
of Authorised Signatory) and shall require the prior written consent of
the Master Issuer Security Trustee to any such amendment or revocation
(other than a change of Authorised Signatory), but, unless a Master
Issuer Account Mandate is revoked, the Master Issuer Account Bank may
continue to comply with that amended Master Issuer Account Mandate (as it
may from time to time be amended in accordance with the provisions of
this Clause 5.2) unless it receives notice in writing from the Master
Issuer Security Trustee to the effect that a Note Acceleration Notice has
been served or that the appointment of Halifax plc as Master Issuer Cash
Manager under the Master Issuer Cash Management Agreement has been
terminated and shall, thereafter, act solely on the instructions of the
Master Issuer Security Trustee and in accordance with the terms thereof
as provided in Clause 7.3 of this Agreement.
6. ACKNOWLEDGEMENT BY THE MASTER ISSUER ACCOUNT BANK
6.1 RESTRICTION ON MASTER ISSUER ACCOUNT BANK'S RIGHTS
Notwithstanding anything to the contrary in any Master Issuer Account
Mandate, the Master Issuer Account Bank hereby:
(a) waives any right it has or may hereafter acquire to combine,
consolidate or merge any Master Issuer Account with any other
account of the Master Issuer Cash Manager, the
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Master Issuer, the Mortgages Trustee, Funding 2, the Seller, the
Master Issuer Security Trustee or any other person or any
liabilities of the Master Issuer Cash Manager, the Master Issuer,
the Mortgages Trustee, Funding 2, the Seller, the Master Issuer
Security Trustee or any other person owing 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 Master Issuer Account in or
towards satisfaction of any liabilities of the Master Issuer Cash
Manager, the Master Issuer, the Mortgages Trustee, Funding 2, the
Seller, the Master Issuer Security Trustee or any other person
owing to it;
(c) in addition to and without prejudice to its rights and obligations
as a Master Issuer 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 Master Issuer, or procure the
winding-up or liquidation of the Master Issuer or the making of an
administration order in relation to the Master Issuer or the
filing of documents with the court in relation to the Master
Issuer or the service of a notice of intention to appoint an
administrator in relation to the Master Issuer in respect of any
of the liabilities of the Master Issuer whatsoever other than to
the extent expressly permitted under the Master Issuer Deed of
Charge;
(d) agrees that it shall have recourse only to sums paid to or
received by (or on behalf of) the Master Issuer pursuant to the
Transaction Documents, subject always to and in accordance with
the order of priority set out in the Master Issuer Cash Management
Agreement or, as applicable, the Master Issuer Deed of Charge;
(e) agrees that it will notify, in accordance with Clause 13, the
Master Issuer Cash Manager, the Master Issuer and the Master
Issuer Security Trustee if compliance with any instruction would
cause any Master Issuer Account 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; and
(f) acknowledges that the Master Issuer has, pursuant to the Master
Issuer 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
Master Issuer Accounts and all of its rights under this Agreement
to the Master Issuer Security Trustee.
6.2 NOTICE OF ASSIGNMENT AND ACKNOWLEDGEMENT
The Master Issuer Account Bank agrees that promptly upon receipt of a
notice of assignment signed by the Master Issuer in (or substantially in)
the form of notice set out in Part 1 of Schedule 2 hereto, the Master
Issuer Account Bank shall sign and duly return to the Master Issuer, with
a copy to the Master Issuer Security Trustee, an acknowledgement in (or
substantially in) the form of acknowledgement set out in Part 2 of
Schedule 2.
6.3 MONTHLY STATEMENT
Unless and until directed otherwise by the Master Issuer Security Trustee
in accordance with Clause 13, the Master Issuer Account Bank shall
provide the Master Issuer Cash Manager with a written statement setting
out the amounts standing to the credit of the Master Issuer Accounts as
at the close of business on the London Business Day immediately preceding
the relevant statement date or such other relevant date set out in a
statement request (i) on a monthly basis and, in any event, within three
London Business Days of the relevant statement date and (ii) as soon as
reasonably
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practicable after receipt of a request for a statement. The Master Issuer
Account Bank is hereby authorised by the Master Issuer to provide
statements in respect of the Master Issuer Accounts to the Master Issuer
Cash Manager and the Master Issuer Security Trustee.
7. CERTIFICATION, INDEMNITY AND ACCELERATION NOTICE
7.1 MASTER ISSUER ACCOUNT BANK TO COMPLY WITH MASTER ISSUER CASH MANAGER'S
INSTRUCTIONS
Unless otherwise directed in writing by the Master Issuer Security
Trustee pursuant to Clause 7.3, in making any transfer or payment from
the Master Issuer Accounts in accordance with this Agreement, the Master
Issuer Account Bank shall be entitled to act as directed by the Master
Issuer Cash Manager pursuant to Clauses 2.1 and 4.1 or pursuant to Clause
3.1, as the case may be, and to rely as to the amount of any such
transfer or payment on the Master Issuer Cash Manager's instructions in
accordance with the relevant Master Issuer Account Mandate, and the
Master Issuer Account Bank shall have no liability to the Master Issuer
Cash Manager, the Master Issuer or the Master Issuer Security Trustee for
having acted on such instructions except in the case of its wilful
default, fraud or negligence.
7.2 MASTER ISSUER'S INDEMNITY
Subject to the priority of payments set out in the Master Issuer Cash
Management Agreement or the Master Issuer Deed of Charge, as the case may
be, the Master Issuer shall indemnify the Master Issuer Account Bank or,
pursuant to Clause 7.3, the Master Issuer Security Trustee, as the case
may be, to the extent of funds then standing to the credit of the
relevant Master Issuer Account against any loss, cost, damage, charge or
expense incurred by the Master Issuer Account Bank or the Master Issuer
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 Master Issuer Account Bank (if any) for the
operation of the Master Issuer Accounts other than as provided in
this Agreement; and
(b) any loss, cost, damage, charge or expense arising from any breach
by the Master Issuer Account Bank of its obligations under this
Agreement.
7.3 CONSEQUENCES OF A MASTER INTERCOMPANY LOAN ACCELERATION NOTICE OR A NOTE
ACCELERATION NOTICE
The Master Issuer Account Bank acknowledges that if it receives notice in
writing from the Master Issuer Security Trustee to the effect that (a)
the Master Issuer Security Trustee has served a Master Intercompany Loan
Acceleration Notice, (b) the Note Trustee has served a Note Acceleration
Notice or (c) the appointment of Halifax as Master Issuer Cash Manager
under the Master Issuer Cash Management Agreement has been terminated
(but without prejudice to Clause 7.1 above), then all right, authority
and power of the Master Issuer Cash Manager in respect of the Master
Issuer Accounts shall be terminated and be of no further effect, and the
Master Issuer Account Bank agrees that it shall, upon receipt of such
notice from the Master Issuer Security Trustee, comply with the
directions of the Master Issuer Security Trustee or any successor cash
manager appointed by the Master Issuer Security Trustee (subject to such
successor cash manager having entered into an agreement with the Master
Issuer Account Bank on substantially the same terms as this Agreement) in
relation to the operation of the Master Issuer Accounts.
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8. CHANGE OF MASTER ISSUER SECURITY TRUSTEE OR MASTER ISSUER ACCOUNT BANK
8.1 CHANGE OF MASTER ISSUER SECURITY TRUSTEE
In the event that there is any change in the identity of the Master
Issuer Security Trustee or an additional Master Issuer Security Trustee
is appointed in accordance with the provisions of the Master Issuer Deed
of Charge, the existing Master Issuer Security Trustee, the new Master
Issuer Security Trustee or the retiring Master Issuer Security Trustee,
as the case may be, the Master Issuer Cash Manager, the Master Issuer and
the Master Issuer Account Bank shall execute such documents and take such
actions as such of the existing Master Issuer Security Trustee, the new
Master Issuer Security Trustee or the retiring Master Issuer Security
Trustee, as the case may be, shall agree are reasonably necessary for the
purpose of vesting in such new Master Issuer Security Trustee the rights,
benefits and obligations of the Master Issuer Security Trustee under this
Agreement and under the Master Issuer Deed of Charge and, if relevant,
releasing the retiring Master Issuer Security Trustee from its future
obligations hereunder and thereunder.
8.2 CHANGE OF ACCOUNT BANK
If there is any change in the identity of the Master Issuer Account Bank,
then the Master Issuer Cash Manager, the Master Issuer, the Master Issuer
Security Trustee and any other existing Master Issuer Account Bank shall
execute such documents and take such actions as the new Master Issuer
Account Bank, the retiring Master Issuer Account Bank and the Master
Issuer Security Trustee may require for the purpose of vesting in the new
Master Issuer Account Bank the rights and obligations of the retiring
Master Issuer Account Bank and releasing the outgoing Master Issuer
Account Bank from its future obligations under this Agreement.
9. TERMINATION
9.1 TERMINATION EVENTS
The Master Issuer Cash Manager or the Master Issuer:
(a) shall (with the prior written consent of the Master Issuer
Security Trustee) terminate this Agreement and close the Master
Issuer Accounts in the event any of the matters specified in
paragraphs 9.1(b)(ii) to 9.1(b)(v) below occur; and
(b) may (with the prior written consent of the Master Issuer Security
Trustee) terminate this Agreement and close the Master Issuer
Accounts in the event any of the matters specified in paragraphs
9.1(b)(i) or 9.1(b)(vi) below occur,
in each case, by serving a written notice of termination on the Master
Issuer Account Bank in the following circumstances:
(i) 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 of the
Master Issuer Accounts held with it; or
(ii) the short-term, unsecured, unsubordinated and unguaranteed debt
obligations of the Master Issuer Account Bank cease to have a
rating of at least P-1 from Xxxxx'x, A?1+ from S&P or F1+ from
Fitch, as the case may be, unless each rating agency confirms that
its then-current rating of the Notes would not be adversely
affected as a result of such ratings falling below these minimum
ratings; or
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(iii) the Master Issuer Account Bank, otherwise than for the purposes of
such amalgamation or reconstruction as is referred to in paragraph
9.1(b)(iv) below, ceases or, through an authorised action of the
board of directors of the Master Issuer Account Bank, threatens to
cease to carry on all or substantially all of its business or is
deemed unable to pay its debts as and when they fall due within
the meaning of section 123(1)(a) of the Insolvency Xxx 0000 (on
the basis that the reference in such section to [POUND]750 was
read as a reference to [POUND]10 million), sections 123(1)(b),
(c), (d) and (e) (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 section
123(2) of the Insolvency Xxx 0000 (as that Section may be amended)
or ceases to be an appropriately authorised institution under the
Financial Services and Markets Xxx 0000; or
(iv) an order is made or an effective resolution is passed for the
winding-up of the Master Issuer 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 Master Issuer Security Trustee (such approval not
to be unreasonably withheld or delayed);
(v) proceedings are initiated against the Master Issuer Account Bank
under any applicable liquidation, insolvency, bankruptcy,
composition, reorganisation (other than a reorganisation where the
Master Issuer Account Bank is solvent) or other similar laws
(including, but not limited to, presentation of a petition for an
administration order, the filing of documents with the court for
the appointment of an administrator or the service of a notice of
intention to appoint an administrator) and (except in the case of
presentation of a petition for an administration order, the filing
of documents with the court for the appointment of an
administrator or the service of a notice of intention to appoint
an administrator) such proceedings are not, in the reasonable
opinion of the Master Issuer Security Trustee, being disputed in
good faith with a reasonable prospect of success or an
administration order is granted or the appointment of an
administrator takes effect or an administrative receiver or other
receiver, liquidator, trustee in sequestration or other similar
official is appointed in relation to the Master Issuer Account
Bank or in relation to the whole or any substantial part of the
undertaking or assets of the Master Issuer Account Bank, or an
encumbrancer takes possession of the whole or any substantial part
of the undertaking or assets of the Master Issuer Account Bank, or
a distress, execution or diligence or other process shall be
levied or enforced upon or sued out against the whole or any
substantial part of the undertaking or assets of the Master Issuer
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 Master Issuer Account Bank initiates or
consents to judicial proceedings relating to itself under
applicable liquidation, insolvency, bankruptcy, composition,
reorganisation or other similar laws or makes a conveyance or
assignment or assignation for the benefit of its creditors
generally or takes steps with a view to obtaining a moratorium in
respect of any of indebtedness; or
(vi) the Master Issuer Account Bank fails to perform any of its
obligations under this Agreement and such failure remains
unremedied for three London Business Days after the Master Issuer
Cash Manager or the Master Issuer Security Trustee, as the case
may be, has given notice of such failure.
9.2 TERMINATION OPTION
The Master Issuer and the Master Issuer Security Trustee, upon a breach
by the Master Issuer Account Bank of its obligations under this
Agreement, may, by giving one month's prior written
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notice to the Master Issuer Account Bank (with a copy to the Master
Issuer Security Trustee), terminate the appointment of the Master Issuer
Account Bank, provided that:
(a) such termination shall not be effective 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, A-1+ in
the case of S&P and F1+ in the case of Fitch 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) such termination would not adversely affect the then-current
ratings of the Notes.
The Master Issuer Cash Manager and the Master Issuer shall use reasonable
endeavours to agree such terms with such a replacement financial
institution or institutions within 60 days of the date of the notice. In
the event of such termination, the Master Issuer Account Bank shall
assist the other parties hereto to effect an orderly transition of the
banking arrangements documented hereby, and the Master Issuer shall
reimburse the Master Issuer 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.
9.3 NOTIFICATION OF TERMINATION EVENT
Each of the Master Issuer, the Master Issuer Cash Manager and the Master
Issuer Account Bank undertakes and agrees to notify the Master Issuer
Security Trustee in accordance with Clause 13 promptly upon becoming
aware thereof of any event which would or could entitle the Master Issuer
Security Trustee to serve a notice of termination pursuant to Clauses 9.2
to 9.4 (inclusive).
9.4 TERMINATION BY MASTER ISSUER SECURITY TRUSTEE
In addition, prior to the service of a Master Intercompany Loan
Acceleration Notice or a Note Acceleration Notice, the Master Issuer
Security Trustee may terminate this Agreement and close the Master Issuer
Accounts by serving a notice of termination if any of the events
specified in Clause 9.1(b)(i) to (vi) (inclusive) of this Agreement
occurs in relation to the Master Issuer Account Bank. Following the
service of a Master Intercompany Loan Acceleration Notice or a Note
Acceleration Notice, the Master Issuer Security Trustee may serve a
notice of termination at any time.
9.5 AUTOMATIC TERMINATION
This Agreement shall automatically terminate (if not terminated earlier
pursuant to this Clause 9) on the date falling 90 days after all Master
Issuer Secured Liabilities have been irrevocably discharged in full.
9.6 TERMINATION BY MASTER ISSUER ACCOUNT BANK
The Master Issuer Account Bank may terminate this Agreement and cease to
operate the Master Issuer 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 an
Interest Payment Date or less than 10 London Business Days before
an Interest Payment Date to each of the other parties hereto
without assigning any reason therefor; and
9
(b) on giving not less than three months' prior written notice thereof
ending on any London Business Day which does not fall on either an
Interest Payment Date or less than 10 London Business Days before
an Interest Payment Date to each of the other parties hereto, if
the Master Issuer 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, 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, (A) with a short-term unsecured, unsubordinated and
unguaranteed debt obligation rating of at least P?1 in the case of
Moody's, A-1+ in the case of S&P and F1+ in the case of Fitch and
(B) 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 Master Issuer 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 Master Issuer Account
Bank shall assist the other parties hereto to effect an orderly
transition of the banking arrangements documented hereby.
10. 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.
11. CONFIDENTIALITY
During the continuance of this Agreement or after its termination, each
of the Master Issuer, the Master Issuer Account Bank, the Master Issuer
Cash Manager and the Master Issuer Security Trustee shall use its best
endeavours not to disclose to any person, firm or company any information
relating to the business, finances or other matters of a confidential
nature of any other party to this Agreement of which it may exclusively
by virtue of being party to the Transaction Documents have become
possessed and shall use all reasonable endeavours to prevent any such
disclosure as aforesaid; PROVIDED, HOWEVER, THAT the provisions of this
Clause 11 shall not apply:
(a) to any information already known to the recipient otherwise than
as a result of entering into any of the Transaction Documents;
(b) to any information subsequently received by the recipient that it
would otherwise be free to disclose;
(c) to any information that is or becomes public knowledge otherwise
than as a result of the conduct of the recipient;
(d) to any extent that the recipient is required to disclose the same
pursuant to any law or order of any court of competent
jurisdiction or pursuant to any direction, request or requirement
(whether or not having the force of law) of any central bank or
any governmental or other authority (including, without
limitation, any official bank examiners or regulators);
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(e) to the extent that the recipient needs to disclose the same for
determining the existence of, or declaring, a Note Event of
Default, determining the existence of an event described in Clause
9.1 above, to the extent that the recipient seeks the protection
or enforcement of any of its rights under any of the Transaction
Documents or in connection therewith or for the purpose of
discharging, in such manner as it thinks fit, its duties under or
in connection with such agreements, in each case to such persons
as require to be informed of such information for such purposes;
or
(f) in relation to any information disclosed to professional advisers
of the recipient or (in connection with a prospective rating of
any debt to be issued by the Master Issuer) to any Rating Agency
or any prospective new cash manager, account bank or Master Issuer
Security Trustee.
12. COSTS
The Master Issuer agrees to pay the reasonable costs and any amounts in
respect of Irrecoverable VAT thereon (including reasonable legal costs
and expenses) of the Master Issuer Account Bank in connection with the
negotiation of this Agreement and the establishment of the Master Issuer
Accounts respectively and the negotiation and execution of any further
documents and the taking of any further action to be executed or taken
pursuant to Clauses 8, 9 (other than Clauses 9.1(b)(ii), 9.1(b)(iii),
9.1(b)(iv), 9.1(b)(v), 9.1(b)(vi), 9.5 and 9.6(a)) and 10.
13. 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 5.00 p.m. (London time)
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 Master Issuer Cash Manager, to Halifax plc,
Xxxxxxx Xxxx (XX/0/0/XXX), Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX
(facsimile number x00 (0) 000 000 0000) for the attention of the
Head of Mortgage Securitisation with a copy to HBOS Treasury
Services plc, 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile
number x00 (0)00 0000 0000) for the attention of Head of Mortgage
Securitisation and Covered Bonds;
(b) in the case of the Master Issuer, to Permanent Master Issuer PLC,
00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (facsimile number +44 (0)20
7398 6325) for the attention of the Directors, with a copy to HBOS
Treasury Services plc, 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX
(facsimile number x00 (0)00 0000 0000) for the attention of Head
of Mortgage Securitisation and Covered Bonds;
(c) in the case of the Master Issuer Security Trustee, to The Bank of
New York, 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (facsimile
number x00 (0)00 0000 0000) for the attention of Global Structured
Finance-Corporate Trust;
(d) in the case of the Master Issuer Account Bank, to The Bank of
Scotland, Leeds Business Centre, 000 Xxxxxxxxxx Xxxxxx, Xxxxx, XX0
0XX (facsimile number x00 (0)000 000 0000) for the attention of
the Corporate Banking Channel Support, with copies to: Halifax
plc, Xxxxxxx Xxxx (XX/0/0/XXX), Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX
(facsimile number x00 (0) 000 000 0000) for the attention of the
Head of Mortgage Securitisation; and HBOS Treasury Services
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plc, 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile number +44
(0)00 0000 0000) for the attention of Head of Mortgage
Securitisation and Covered Bonds; and
(e) in the case of HBOS Treasury Services plc, to HBOS Treasury
Services plc, 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile
number x00 (0)00 0000 0000) for the attention of Head of Mortgage
Securitisation and Covered Bonds.
14. INTEREST
14.1 The Master Issuer 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 Master Issuer 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.
14.2 Any Additional Master Issuer Account or Master Issuer Swap Collateral
Account opened with the Master Issuer Account Bank, HBOS Treasury
Services plc or any other bank shall be an interest bearing account.
15. WITHHOLDING
All payments by the Master Issuer 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 Master Issuer 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 Master Issuer or the Master Issuer 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 the Master Issuer in full by credit to the relevant
Master Issuer Account of an amount equal to the amount of any
rebate, repayment or reimbursement of any deduction or withholding
which the Master Issuer Account Bank has made pursuant to this
Clause 15 and which is subsequently received by the Master Issuer
Account Bank.
16. TAX STATUS
16.1 The Master Issuer Account Bank hereby represents and warrants that it is
a bank for the purposes of section 349 of the Income and Corporation
Xxxxx Xxx 0000, 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
12
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.
16.2 The Master Issuer 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 Master Issuer Account Bank in Clause 16.1 above.
17. 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.
18. 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.
19. ASSIGNMENT
Subject as provided in or contemplated by Clauses 6.1(f) and 8.2:
(a) the Master Issuer Account Bank may not assign or transfer any of
its rights or obligations hereunder without the prior written
consent of the Master Issuer and the Master Issuer Security
Trustee;
(b) the Master Issuer may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of the
Master Issuer Account Bank and the Master Issuer Security Trustee,
except that the Master Issuer may assign its rights hereunder
without such consent pursuant to the Master Issuer Deed of Charge;
and
(c) the Master Issuer 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 Master Issuer and the
Master Issuer Security Trustee (such consent not to be
unreasonably withheld).
20. THE MASTER ISSUER SECURITY TRUSTEE
The Master Issuer Security Trustee has agreed to become a party to this
Agreement for the better preservation and enforcement of its rights under
this Agreement but shall have no responsibility for any of the
obligations of, nor assume any liabilities to, the Master Issuer Cash
Manager, the Master Issuer Account Bank or the Master Issuer hereunder.
Furthermore, any liberty or power which may be exercised or made in the
Master Issuer 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 Master Issuer Deed of Charge.
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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) Xxx 0000 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
This Agreement may be signed (manually or by facsimile) and delivered in
one or more counterparts, all of which, taken together, shall constitute
one and the same document.
23. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with,
the laws of England and Wales.
24. 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.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first before written.
14
SCHEDULE 1
FORM OF MASTER ISSUER TRANSACTION ACCOUNT MANDATE
15
SCHEDULE 2
FORM OF NOTICE OF ASSIGNMENT AND ACKNOWLEDGEMENT OF ASSIGNMENT
PART 1
NOTICE OF ASSIGNMENT - MASTER ISSUER ACCOUNTS
To: The Governor and Company of the Bank of Scotland
000 Xxxxxxxxxx Xxxxxx
Xxxxx
XX0 0XX
For the attention of: Company Secretary
With a copy to: The Bank of New York
00xx Xxxxx
Xxx Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
For the attention of: Global Structured Finance - Corporate Trust
Date: 17 October 2006
Dear Sirs,
RE: PERMANENT MASTER ISSUER PLC
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 MASTER ISSUER SECURITY TRUSTEE), a copy of which is enclosed (the MASTER
ISSUER DEED OF CHARGE), we:
(a) charged by way of first fixed charge all of our rights in respect of any
amount standing from time to time to the credit of the Master Issuer
Transaction Account - account number 00000000 (sort code 12-08-83), all
interest paid or payable in relation to those amounts thereon from time
to time and all debts represented by those amounts;
(b) charged by way of first fixed charge all of our rights in respect of any
amount standing form time to time to the credit of any Additional Master
Issuer Account established pursuant to clause 3.1 of the Master Issuer
Bank Account Agreement and all interest paid or payable in relation to
those amounts thereon from time to time;
(c) assigned (or to the extent not assignable charged) by way of first fixed
security all of our rights in respect of the Master Issuer Bank Account
Agreement of even date herewith between ourselves, yourselves, the Master
Issuer Security Trustee and Halifax plc in its capacity as Master Issuer
Cash Manager.
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Accordingly, amounts may and shall be withdrawn from time to time from the
Master Issuer Transaction Account or any Additional Master Issuer Account
established pursuant to clause 3.1 of the Master Issuer Bank Account Agreement
in accordance with the provisions of the Master Issuer Cash Management
Agreement and the Master Issuer Deed of Charge until such time as you receive
notice in writing from the Master Issuer Security Trustee in which case you
shall thereafter comply with all directions of the Master Issuer 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 Master
Issuer 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 Master Issuer Security Trustee at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx,
Xxxxxx X00 0XX for the attention of the Global Structured Finance-Corporate
Trust.
This notice of charge and assignment is governed by, and construed in
accordance with, the laws of England and Wales. Words defined in the Master
Issuer Master Definitions and Construction Schedule referred to in clause 1 of
the Master Issuer Deed of Charge shall have the same meaning in this notice.
Yours faithfully
.........................
for and on behalf of
PERMANENT MASTER ISSUER PLC
17
PART 2
ACKNOWLEDGEMENT - MASTER ISSUER ACCOUNTS
To: Permanent Master Issuer PLC
00 Xxxxx Xx. Xxxxx'x
Xxxxxx XX0X 0XX
For the attention of the Company Secretary
and to: The Bank of New York
00xx Xxxxx
Xxx Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
(the MASTER ISSUER SECURITY TRUSTEE)
For the attention of Global Structured Finance-Corporate Trust
Date: 17 October 2006
Dear Sir,
RE: PERMANENT MASTER ISSUER PLC
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 or establish the Master Issuer
Accounts with us, we now agree and confirm to the Master Issuer 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 Master
Issuer Security Trustee.
This acknowledgement is governed by, and construed in accordance with, the laws
of England and Wales.
Yours faithfully,
..........................
for and on behalf of
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
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SIGNATORIES
MASTER ISSUER
SIGNED by ) /s/ Xxxxxxx Xxxxxxx
as attorney for and on behalf of )
PERMANENT MASTER ISSUER PLC in )
the presence of: )
Witness's Signature: /s/ Xxxxx Xxxxx
Name:
Address:
MASTER ISSUER CASH MANAGER
SIGNED by ) /s/ Xxx Xxxxxxx
as attorney for and on behalf of ) /s/ Xxxxxxx Takk
HALIFAX PLC in the presence of: )
Witness's Signature:
Name:
Address:
MASTER ISSUER ACCOUNT BANK
SIGNED by ) /s/ Xxx Xxxxxxx
as attorney for and on behalf of ) /s/ Xxxxxxx Takk
THE GOVERNOR AND COMPANY OF )
THE BANK OF SCOTLAND in the )
presence of: )
Witness's Signature:
Name:
Address:
19
MASTER ISSUER SECURITY TRUSTEE
SIGNED by ) /s/ Xxxx Xxxxxxx
for and on behalf of )
THE BANK OF NEW YORK )
HBOS TREASURY SERVICES PLC
SIGNED by ) /s/ Xxxxx Xxxxx
as attorney for and on behalf of ) /s/ Xxxxxxx Takk
HBOS TREASURY SERVICES PLC in the )
presence of: )
Witness's Signature:
Name:
Address:
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