XXXXXXXX LIMITED LIABILITY PARTNERSHIP
CHANCE
CONFORMED COPY
TURQUOISE FUNDING 1 LIMITED
as Loan Note Issuer
HSBC BANK PLC
as LNI Account Bank
and
LAW DEBENTURE TRUST COMPANY OF NEW YORK
as Security Trustee
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LOAN NOTE ISSUER
ACCOUNT BANK AGREEMENT
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CONTENTS
CLAUSE PAGE
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1. Definitions.......................................................... 1
2. The Accounts......................................................... 3
3. Mandate.............................................................. 4
4. Acknowledgement By The LNI Account Bank.............................. 4
5. Indemnity............................................................ 5
6. Change Of Security Trustee Or LNI Account Bank....................... 5
7. Further Assurance.................................................... 6
8. Confidentiality...................................................... 6
9. Costs................................................................ 6
10. Notices.............................................................. 7
11. Consideration........................................................ 7
12. Limited Recourse And Non-Petition.................................... 7
13. Assignment........................................................... 8
14. Counterparts......................................................... 8
15. Third Party Rights................................................... 8
16. Governing Law And Jurisdiction....................................... 8
SCHEDULE 1 LNI ACCOUNT BANK MANDATE...................................... 10
SCHEDULE LIST OF SIGNATORIES............................................... 12
THIS AGREEMENT is made on 23 May 2006
BETWEEN:
(1) TURQUOISE FUNDING 1 LIMITED, a private limited liability company
incorporated in Jersey with registration number 92327 and having its
registered office at 00 Xxx Xxxxxx, Xx Xxxxxx, Xxxxxx, in its capacities as
the loan note issuer (the "LOAN NOTE ISSUER");
(2) HSBC BANK PLC whose registered office is at 0 Xxxxxx Xxxxxx, Xxxxxx X00 0XX
acting through its Jersey Branch at XX Xxx 00, 0 Xxxxxxx Xxxxx, Xx Xxxxxx,
Xxxxxx, XX0 0XX (the "LNI ACCOUNT BANK"); and
(3) LAW DEBENTURE TRUST COMPANY OF NEW YORK, acting through its New York branch
whose principal place of business is at 000 Xxxxx Xxxxxx - 31st floor, New
York, New York 10017 (in its capacity as "SECURITY TRUSTEE" which
expression shall include such company and all other persons or companies
for the time being acting as the trustee or trustees under the Security
Trust Deed).
IT IS HEREBY AGREED AS FOLLOWS:
1. DEFINITIONS
1.1 In this Agreement, except so far as the context otherwise requires:
"ACCOUNTS" means (together with any redesignation or sub-account thereof or
any replacement therefor with any bank which is a Qualifying Institution),
with respect to each Series, each account designated the "Turquoise Funding
1 Limited - Distribution Account" and designated with reference to the
number of such Series (each, the "SERIES LOAN NOTE ISSUER DISTRIBUTION
ACCOUNT") in the name of the Loan Note Issuer and maintained by the LNI
Account Bank (Sort Code 40-25-34) or any account at any branch of the LNI
Account Bank or a Qualifying Institution which replaces it from time to
time and "ACCOUNT" shall mean any one such Account;
"BUSINESS DAY" means a TARGET settlement day and a day on which commercial
banks and foreign exchange markets settle payments generally in London,
England, Jersey, Xxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxx and New York, New
York and each (if any) additional business centre;
"ELECTRONIC MEANS" means, in respect of transfers, by way of CHAPS or such
other system(s) as may replace it, and in respect of electronic messaging,
SWIFT or such other systems as may replace it, or any other system as may
be agreed by the parties;
"LNI ACCOUNT BANK" means HSBC Bank plc;
"LOAN NOTE" means each loan note issued by the Loan Note Issuer from time
to time constituted by the Security Trust Deed as supplemented by each
relevant Loan Note Supplement;
"LOAN NOTE EVENT OF DEFAULT" means any of the events set out in Condition 9
(Loan Note Events of Default) of the Loan Note with respect to a Series;
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"LOAN NOTE SUPPLEMENT" means the relevant supplement to the Security Trust
Deed with respect to a Series;
"MASTER FRAMEWORK AGREEMENT" means the master framework agreement entered
into on or about 23 May 2006 by, inter alios, the Loan Note Issuer, the
Security Trustee, Turquoise Receivables Trustee Limited and HSBC Bank plc;
"MANDATES" means the resolutions, instructions and signature authorities
relating to each of the Accounts of each Series in the form set out in the
Schedules hereto as they may be amended from time to time and notified as
provided herein;
"MOODY'S" means Xxxxx'x Investors Service Limited;
"QUALIFYING INSTITUTION" means an institution (i) outside the United
Kingdom which at all times has a short-term unsecured debt rating of at
least A-1+ by Standard & Poor's and P-1 by Moody's or (ii) which is
acceptable to each Rating Agency;
"RATING AGENCY" means each of Moody's and Standard & Poor's;
"SECURITY TRUST DEED" means the security trust deed dated on or about 23
May 2006 between, inter alios, the Security Trustee and the Loan Note
Issuer;
"SERVICER ANNUAL REPORT" means the Servicer Annual Report as defined by
Clause 9.6 of the Receivables Trust Deed and Servicing Agreement entered
into on or about 23 May 2006 by Turquoise Receivables Trustee Limited, HSBC
Bank plc, and the Loan Note Issuer;
"SERVICER DAILY REPORT" means the Servicer Daily Report as defined by
Clause 9.5(a) of the Receivables Trust Deed and Servicing Agreement entered
into on or about 23 May 2006 by Turquoise Receivables Trustee Limited, HSBC
Bank plc, and the Loan Note Issuer;
"SERVICER MONTHLY REPORT" means the Servicer Monthly Report as defined by
Clause 9.5(b) of the Receivables Trust Deed and Servicing Agreement entered
into on or about 23 May 2006 by Turquoise Receivables Trustee Limited, HSBC
Bank plc, and the Loan Note Issuer;
"STANDARD & POOR'S" means Standard & Poor's Ratings Group; and
The headings in this Agreement shall not affect its interpretation.
1.2 Words denoting the singular number only shall include the plural number
also and vice versa; words denoting one gender only shall include the other
genders and words denoting persons only shall include firms and
corporations and vice versa.
1.3 References to this or any other agreement or document include any amendment
or supplement thereto or variation thereof for the time being having
effect.
1.4 The parties hereto acknowledge that references to:
(i) the Master Framework Agreement;
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(ii) the Receivables Trust Deed and Servicing Agreement;
(iii) the Loan Note Supplement; and
(iv) the Security Trust Deed,
in this Agreement are for definition purposes only and that (other than as
expressly provided herein) the LNI Account Bank, in its capacity as the
account operating bank under this Agreement, shall not be deemed to have
notice of their terms. If there is any conflict between any terms defined
in the Master Framework Agreement and terms defined herein, the terms
defined herein shall prevail.
2. THE ACCOUNTS
2.1 Prior to the occurrence of a Loan Note Event of Default with respect to a
Series, the LNI Account Bank shall comply with any direction of the Loan
Note Issuer or its Delegate to debit any of the Accounts provided that such
direction shall:
(a) be in writing; and
(b) comply with the Mandates.
Notwithstanding the provisions of this Clause 2.1 amounts shall only be
withdrawn from an Account to the extent that such withdrawal does not cause
the Account to become overdrawn and furthermore credits shall only be made
to an Account when the LNI Account Bank shall have received cleared funds.
2.2 Notwithstanding any term of the Mandates, the Loan Note Issuer revocably
instructs the LNI Account Bank to debit from or credit to the relevant
Accounts to or from the relevant persons and accounts specified therein the
amounts specified in each Servicer Daily Report, Servicer Monthly Report or
Servicer Annual Report received by the LNI Account Bank by means of secure
facsimile transmission that includes the signal number authentication code
issued to the Servicer by the LNI Account Bank (or such other secure method
as agreed by the Loan Note Issuer and the LNI Account Bank in writing from
time to time) PROVIDED THAT the LNI Account Bank may also act on any report
received by it by means of secure facsimile transmission that includes the
signal number authentication code issued to the Servicer. The LNI Account
Bank agrees to comply with such instructions without any further
verification unless it receives any instructions in writing from the Loan
Note Issuer or following the occurrence of a Loan Note Event of Default
with respect to a Series, the Security Trustee to the contrary one Business
Day prior to the time by which it is required to fulfil any instruction
contained in any such instructions.
Notwithstanding the provisions of this Clause 2.2 amounts shall only be
withdrawn from any Account to the extent that such withdrawal does not
cause such Account to become overdrawn and furthermore credits shall only
be made to such Account when the LNI Account Bank shall have received
cleared funds.
2.3 The LNI Account Bank agrees that if directed pursuant to Clause 2.1 or
Clause 2.2 to make any payment, and provided such direction is given or
report is received in
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sufficient time to allow the LNI Account Bank to transfer amounts on the
required date, it will do so prior to close of business on the Business Day
on which such direction or report is received and for value that day
provided that if any direction or report is received by the LNI Account
Bank later than 2.00 p.m. on any Business Day the LNI Account Bank shall
make such payment as soon as practicable after the commencement of business
on the following Business Day for value that day.
2.4 The charges of the LNI Account Bank (if any) for the operation of the
Accounts shall not be debited to the Accounts but shall be payable by the
Loan Note Issuer within 30 days or less of receipt of a written invoice and
charged by the LNI Account Bank to the Loan Note Issuer on the same basis
and at the same rates as are generally applicable to its business customers
and the LNI Account Bank hereby acknowledges that it will have no recourse
against any funds standing to the credit of the Accounts or against any
party hereto other than the Loan Note Issuer in respect of the said
charges.
3. MANDATE
3.1 The Loan Note Issuer has agreed to deliver the Mandates to the LNI Account
Bank (with a copy to the Security Trustee) and the LNI Account Bank will
confirm to the Loan Note Issuer and the Security Trustee:
(a) receipt by it of the relevant Mandate from the Loan Note Issuer; and
(b) that each relevant Mandate is operative and supersedes any previous
mandates or arrangements relating to the relevant Account.
4. ACKNOWLEDGEMENT BY THE LNI ACCOUNT BANK
4.1 Notwithstanding anything to the contrary in the Mandates, the LNI Account
Bank hereby:
(a) acknowledges that, pursuant to each relevant Loan Note Supplement, the
Loan Note Issuer has assigned or intends to assign its rights, title
and interest in the Accounts to the Security Trustee by way of
security with respect to each relevant Series; and
(b) subject to execution of each relevant Loan Note Supplement, waives any
right it has or may hereafter acquire to combine, consolidate or merge
the Series Loan Note Issuer Distribution Account with any other
account or ledger of the Loan Note Issuer or any other person or any
liabilities of the Loan Note Issuer or any other person to the LNI
Account Bank and agrees that it may not set off, transfer,
consolidate, combine or withhold payment of any sum standing to the
credit of the Series Loan Note Issuer Distribution Account in or
towards or conditionally upon satisfaction of any liabilities to it of
the Loan Note Issuer or any other person.
4.2 Subject to execution of each relevant Loan Note Supplement, the LNI Account
Bank agrees (with the consent of the Loan Note Issuer):
(a) to comply with any direction of the Security Trustee expressed to be
given by the Security Trustee pursuant to the Security Trust Deed and
the Loan Note
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Supplement in respect of the operation of the Accounts and the LNI
Account Bank shall be entitled to rely on any such direction
purporting to have been given on behalf of the Security Trustee
without enquiry; and
(b) after the occurrence of a Loan Note Event of Default with respect to a
Series, that all right, authority and power of the Loan Note Issuer in
respect of the operation of the Accounts shall be deemed to be
terminated and of no further effect and the LNI Account Bank and the
Loan Note Issuer agree that the LNI Account Bank shall, upon receipt
of such notice (to be given in writing) from the Security Trustee,
comply with the directions of the Security Trustee or any receiver
appointed under the relevant Loan Note Supplement in relation to the
operation of the Accounts.
4.3 Until the LNI Account Bank shall have been notified in writing by the
Security Trustee that there are no Loan Notes outstanding, the LNI Account
Bank shall provide the Loan Note Issuer with a monthly statement in respect
of each of the Accounts or upon request from time to time, and in the
latter case such statement shall be provided as soon as reasonably
practicable after receipt of a request for a statement.
5. INDEMNITY
5.1 Unless otherwise directed by the Security Trustee pursuant to Clause 4.2,
the LNI Account Bank in making payment from any Account, in accordance with
this Agreement, shall be entitled to act as directed by the Loan Note
Issuer pursuant to Clause 2.1 and Clause 2.2 and to rely as to the amount
of any such transfer or payment on the instructions of the Loan Note Issuer
in accordance with the relevant Mandate or as set out in the relevant
Servicer Daily Report, Servicer Monthly Report or Servicer Annual Report in
accordance with Clause 2.2 and the LNI Account Bank shall have no liability
for any loss, injury or consequence suffered or incurred by the Loan Note
Issuer for any action taken as a consequence of relying on any such
instruction or in accordance with any Servicer Daily Report, Servicer
Monthly Report or Servicer Annual Report except in the case of the LNI
Account Bank's wilful default, gross negligence or unremedied breach of
this Agreement.
5.2 The Loan Note Issuer shall indemnify the LNI Account Bank against any loss,
cost, damage, charge or expense incurred by the LNI Account Bank in
complying with any direction or instruction of the Loan Note Issuer or the
Security Trustee delivered pursuant to and in accordance with this
Agreement, save that this indemnity shall not extend to:-
(a) the charges of the LNI Account Bank (if any) for the operation of the
Accounts; and
(b) any loss, cost, damage, charge or expense arising from any breach by
the LNI Account Bank of its obligations under this Agreement.
6. CHANGE OF SECURITY TRUSTEE OR LNI ACCOUNT BANK
6.1 If there is any change in the identity of the Security Trustee in
accordance with the Security Trust Deed, or a change in the identity of the
LNI Account Bank, the parties
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hereto or any of them as appropriate shall execute such documents and take
such actions as the new Security Trustee or LNI Account Bank and the
outgoing Security Trustee or LNI Account Bank may require for the purpose
of vesting in the new Security Trustee or LNI Account Bank the rights and
obligations of the outgoing Security Trustee or LNI Account Bank, and
releasing the outgoing Security Trustee or LNI Account Bank from its future
obligations under this Agreement.
6.2 The LNI Account Bank shall give not less than 4 weeks' notice to the Loan
Note Issuer and the Security Trustee of any termination of the banking
arrangements granted by it pursuant hereto to the Loan Note Issuer. In the
event of any such termination the LNI Account Bank shall take reasonable
steps (for a period of no longer than three months after such termination)
to assist the other parties hereto to effect an orderly transition of the
Loan Note Issuer's banking arrangements.
6.3 In the event that the LNI Account Bank ceases to be a Qualifying
Institution, the LNI Account Bank shall immediately give notice of that
fact to the Security Trustee and the Loan Note Issuer. As soon as
practicable thereafter and in any event within 30 days of such notice, the
LNI Account Bank shall transfer the closing credit balance of each of the
Accounts, together with all interest accrued on such balances up to but not
including the date of transfer, to an appropriate successor account with a
Qualifying Institution, approved by the Security Trustee.
7. 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 desirable to give full effect to the arrangements contemplated
by this Agreement.
8. CONFIDENTIALITY
None of the parties hereto shall during the continuance of this Agreement
or after its termination disclose to any person whatsoever (except as
provided herein 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
by any 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) any information relating to the business, finances or other matters
of a confidential nature of any other party of which it may in the course
of its duties hereunder have become possessed and all parties hereto shall
use all reasonable endeavours to prevent any such disclosure.
9. COSTS
The Loan Note Issuer agrees to pay the proper costs (including proper legal
costs and expenses) of the LNI Account Bank and of the Security Trustee in
connection with the negotiation of this Agreement and the establishment of
the Accounts and the negotiation and execution of any further documents and
the taking of any further action to be executed or taken pursuant to Clause
7 (Further Assurance) of this Agreement.
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10. NOTICES
Any notices, including directions to the LNI Account Bank, the Loan Note
Issuer or the Security Trustee to be given pursuant to this Agreement,
shall be sufficiently served or given if sent by prepaid post or by
facsimile transmission and shall be deemed to be given (in the case of any
notice by facsimile transmission) when despatched and (in the case of any
notice by post) when it would be received in the ordinary course of the
post and (in the case of any direction to the LNI Account Bank by post or
facsimile transmission) when actually received, and shall be sent:
(a) in the case of the Loan Note Issuer, to it at its registered office at
00 Xxx Xxxxxx, Xx Xxxxxx, Xxxxxx for the attention of the Directors;
(b) in the case of the LNI Account Bank, to HSBC Bank plc whose address is
at 0 Xxxxxx Xxxxxx, Xxxxxx X00 0XX for attention of Product Control,
fax number x00 (0) 00 0000 0000;
(c) in the case of the Security Trustee at 000 Xxxxx Xxxxxx - 31st floor,
Xxx Xxxx, Xxx Xxxx 00000, for the attention of HSBC Card Services, fax
number 020 7991 4663.
or to such other address or for the attention of such other person or to
such other number or numbers as may from time to time be notified by any
party to the other parties by written notice in accordance with the
provisions of this clause.
11. CONSIDERATION
The LNI Account Bank acknowledges that it enters into this Agreement in
consideration of the Loan Note Issuer having opened the Accounts, and that
such opening of the Accounts constitutes good consideration with respect to
this Agreement.
12. LIMITED RECOURSE AND NON-PETITION
12.1 The LNI Account Bank hereby agrees and undertakes that until all amounts
payable by the Loan Note Issuer under the Loan Notes have been paid in
full, the LNI Account Bank will not petition or commence proceedings for
liquidation, bankruptcy, reorganisation or winding up (or similar
proceedings) under the laws of any jurisdiction nor join any person in
doing so, nor commence any proceedings against the Loan Note Issuer.
12.2 The LNI Account Bank acknowledges that the obligations of the Loan Note
Issuer under this Agreement at any time are limited to the lesser, at such
time, of (a) the nominal amount thereof (the "NOMINAL AMOUNT") and (b) an
amount (the "AVAILABLE AMOUNT") equivalent to the cash amounts deposited in
the Accounts of the Loan Note Issuer at such time or realised by the
Security Trustee following the enforcement of security pursuant to the
Security Trust Deed. The LNI Account Bank shall not have a right to have
recourse to, or make demand or initiate proceedings against the Loan Note
Issuer at any time whilst the nominal amount exceeds the available amount.
The Loan Note Issuer shall incur no liability and be under no additional
duty to any person solely as a result of any inability on its part to make
payments or to perform other obligations under this Agreement, which
inability results from the operation of the foregoing provisions of this
Clause 12.2.
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12.3 The LNI Account Bank acknowledges that it shall have no recourse, in
respect of any obligation, covenant or agreement of the Loan Note Issuer,
against any shareholder, officer, agent or director of the Loan Note
Issuer.
13. ASSIGNMENT
The Loan Note Issuer may assign all its rights, title and benefit under
this Agreement to the Security Trustee under or pursuant to the Security
Trust Deed as supplemented by a Loan Note Supplement but may not otherwise
assign or transfer any or all of its rights, title and benefit under this
Agreement without the prior written consent of the Security Trustee.
14. COUNTERPARTS
This Agreement may be executed in any number of copies, and by the
different parties hereto on the same or separate counterparts, each of
which shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement.
15. THIRD PARTY RIGHTS
Without prejudice to the rights of any such shareholders, officers, agents
or directors as referred to at clause 12.3 to enforce clause 12.3, a person
who is not a party to this Agreement has no right under the Contract
(Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement.
16. GOVERNING LAW AND JURISDICTION
16.1 This Agreement shall be governed by and construed in accordance with the
laws of England.
16.2 Each of the parties hereto other than the Security Trustee irrevocably
agrees for the benefit of each other party that the courts of England shall
have exclusive jurisdiction to hear and determine any suit, action or
proceeding, and to settle any disputes, which may arise out of or in
connection with this Agreement, and, for such purposes, irrevocably submits
to the jurisdiction of such courts.
16.3 Each party hereto other than the Security Trustee irrevocably waives any
objection which it might now or hereafter have to the courts of England
referred to above being nominated as the forum to hear and determine any
suit, action or proceeding, and to settle any dispute, which may arise out
of or in connection with this Agreement and agrees not to claim that any
such court is not a convenient or appropriate forum.
16.4 This Clause 16 is for the benefit of the Security Trustee and as a result
each party hereto acknowledges that this Clause 16 does not prevent the
Security Trustee from taking any suit, action or proceeding in any other
courts with jurisdiction. To the extent allowed by law, the Security
Trustee may take concurrent proceedings in any number of jurisdictions.
16.5 Each party hereto (if it is not incorporated in England) irrevocably
appoints the person specified against its name on the execution pages
hereto below to accept service of any
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process on its behalf and further undertakes to the other parties hereto
that it will at all times during the continuance of this Agreement maintain
the appointment of some person in England as its agent for the service of
process and irrevocably agrees that service of any writ, notice or other
document for the purposes of any suit, action or proceeding in the courts
of England shall be duly served upon it if delivered or sent by registered
post to the address of such appointee (or to such other address in England
as that party may notify to the other parties hereto).
IN WITNESS whereof this Agreement has been executed by or on behalf of the
parties the day and year first above written.
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SCHEDULE 1
LNI ACCOUNT BANK MANDATE
(SERIES LOAN NOTE ISSUER DISTRIBUTION ACCOUNT)
At a duly constituted meeting of the Board of Directors of Turquoise Funding 1
Limited (the "COMPANY") held at 00 Xxx Xxxxxx, Xx Xxxxxx, Xxxxxx on 23 May 2006.
IT WAS RESOLVED that:
1. The opening of the account number 00000000 sort code 40-25-34 in the name
of the Company designated the "Turquoise Funding 1 Limited - Distribution
Account - Series 2006-1" (the "SERIES LOAN NOTE ISSUER DISTRIBUTION
ACCOUNT") held with HSBC Bank plc (the "LNI ACCOUNT BANK" for the purpose
of this Resolution and Resolutions 2 to 7) at XX Xxx 00, 0 Xxxxxxx Xxxxx,
Xx Xxxxxx, Xxxxxx, XX0 0XX be and is hereby approved and ratified and that
the Series Loan Note Issuer Distribution Account be used as an account for
the benefit of the Company.
2. Terms defined in the Loan Note Issuer Bank Agreement entered into on or
about 23 May 2006 between the Company, the Security Trustee and the LNI
Account Bank (the "LOAN NOTE ISSUER ACCOUNT BANK AGREEMENT") have the same
meanings herein, unless defined herein or the context otherwise requires.
3. In relation to the Series Loan Note Issuer Distribution Account, the LNI
Account Bank is hereby authorised to honour and comply with all cheques,
drafts, bills, payments by way of the Clearing House Automated Payment
System, promissory notes, acceptances, negotiable instruments and orders
expressed to be drawn, accepted made or given and all directions given in
writing in respect of the Series Loan Note Issuer Distribution Account
opened pursuant to the Loan Note Issuer Account Bank Agreement PROVIDED
THAT any such cheques, bills, promissory notes, acceptances, negotiable
instruments, directions, orders and/or endorsements are signed by any of
the persons whose names and specimen signatures are set out in the schedule
attached to these Resolutions or that any directions or orders are received
by the LNI Account Bank by means of secure facsimile transmission that
includes the signal number authentication code supplied to the Loan Note
Issuer.
4. Notwithstanding Resolution 3 above, the LNI Account Bank be and is hereby
instructed to act on any copy of such advice to the Company contained in
any Servicer Daily Report, Servicer Monthly Report or Servicer Annual
Report received by the LNI Account Bank by means of secure facsimile
transmission that includes the signal number authentication code issued to
the Servicer with respect to the debiting and crediting of monies from and
to the Series Loan Note Issuer Distribution Account provided that the LNI
Account Bank may also act on any report received by it by means of secure
facsimile transmission that includes the signal number authentication code
supplied to the Servicer unless notified otherwise in writing by the
Company (or, following a Loan Note Event of Default with respect to any
Series, the Security Trustee). The LNI Account Bank shall be instructed to
comply with any such instruction without any further verification unless it
receives any instructions in writing from the Loan Note
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Issuer to the contrary one Business Day prior to the time by which it is
required to fulfil such instruction.
5. The mandates given to the LNI Account Bank by virtue of these resolutions
shall, subject as provided in Resolution 6 below, remain in force, unless
and until the LNI Account Bank has received from the Security Trustee
notice to the contrary (the "SECURITY TRUSTEE'S NOTICE").
6. If the LNI Account Bank receives a Security Trustee's Notice, the LNI
Account Bank will be instructed to comply with any direction or notice of
the Security Trustee pursuant to the relevant Loan Note Supplement in
respect of the operation of the Series Loan Note Issuer Distribution
Account and that any instruction, advice or other direction referred to in
Resolutions 3 or 4 as it relates to amounts in the Series Loan Note Issuer
Distribution Account shall, if purporting to be dated after the date of
receipt of the Security Trustee's Notice by the LNI Account Bank, be signed
by or on behalf of the Security Trustee or any substitute administrator or
by the person or persons specified by the Security Trustee in writing or as
otherwise agreed or directed by the Security Trustee hereafter.
7. The LNI Account Bank be supplied with the list of names of Directors, the
Secretary and other officers of the Company and the LNI Account Bank be and
is hereby authorised to act on any information given by a Director or the
Secretary of the Company as to any changes therein.
8. These Resolutions be communicated to the LNI Account Bank and remain in
force until an amending Resolution shall be passed by the Board of
Directors of the Company with the prior written consent of the Security
Trustee and a copy thereof and of such consent, certified by any one of the
Directors or the Secretary, shall be received by the LNI Account Bank.
I hereby certify the above to be a true extract from the Minutes of the said
Meeting.
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Director
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SCHEDULE
LIST OF SIGNATORIES
NAMES SPECIMEN SIGNATURE
[o]
[o]
[o]
[o]
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EXECUTION PAGE
LOAN NOTE ISSUER AND INVESTOR BENEFICIARY
EXECUTED by
TURQUOISE FUNDING 1 LIMITED
By: S.M. HOLLYWOOD
---------------------------------
Director
PROCESS AGENT:
Xxxxxxxx Chance Secretaries Limited
00 Xxxxx Xxxx Xxxxxx
Xxxxxx X00 0XX
LNI ACCOUNT BANK
EXECUTED by
HSBC BANK PLC
By: XXXXXXX XXXXXXXX
---------------------------------
SECURITY TRUSTEE
LAW DEBENTURE TRUST
COMPANY OF NEW YORK
AS SECURITY TRUSTEE
By: XXXXXXX X. XXXXX
---------------------------------
Name: XXXXXXX X. XXXXX
Title: VICE PRESIDENT
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