EXHIBIT 10.10
AMENDED AND RESTATED
MORTGAGES TRUSTEE GUARANTEED INVESTMENT
CONTRACT
[*] 2006
PERMANENT MORTGAGES TRUSTEE LIMITED
AS THE MORTGAGES TRUSTEE
AND
HALIFAX PLC
AS CASH MANAGER
AND
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
AS MORTGAGES TRUSTEE GIC PROVIDER
AND
THE BANK OF NEW YORK
AS FUNDING 1 SECURITY TRUSTEE AND FUNDING 2 SECURITY TRUSTEE
XXXXX & XXXXX
XXXXX & XXXXX LLP
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation..........................................1
2. The Mortgages Trustee GIC Account.......................................2
3. Interest................................................................2
4. Withdrawals and Deposits................................................2
5. Termination.............................................................3
6. Warranties..............................................................3
7. Assignment..............................................................3
8. Agency..................................................................3
9. Information.............................................................3
10. Modification............................................................4
11. Payments and Withholdings...............................................4
12. Notices.................................................................4
13. Counterparts and Severability...........................................5
14. The Security Trustee....................................................5
15. Amendments..............................................................5
16. Exclusion of Third Party Rights.........................................5
17. Governing Law...........................................................5
18. Submission to Jurisdiction..............................................5
Signatories...................................................................7
THIS AMENDED AND RESTATED MORTGAGES TRUSTEE GUARANTEED INVESTMENT CONTRACT
(this AGREEMENT) AGREEMENT is made on [*] 2006
BETWEEN:
(1) PERMANENT MORTGAGES TRUSTEE LIMITED (registered number 83116), a private
limited company incorporated under the laws of Jersey, Channel Islands,
whose registered office is at 00 Xxxxxxxxx, Xx. Xxxxxx, Xxxxxx, XX0 0XX,
Channel Islands, acting in its capacity as the MORTGAGES TRUSTEE;
(2) HALIFAX PLC (registered number 2367076), a public limited company
incorporated under the laws of England and Wales whose registered office
is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX, acting in its
capacity as the CASH MANAGER;
(3) THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND, a company established
by an Act of Parliament of Scotland in 1695 and having its head office at
Xxx Xxxxx, Xxxxxxxxx XX0 0XX, acting in its capacity as the MORTGAGES
TRUSTEE GIC PROVIDER; and
(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 security trustee pursuant to the Funding 1 Deed of Charge (the FUNDING
1 SECURITY TRUSTEE); and
(5) 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 security trustee pursuant to the Funding 2 Deed of Charge (the FUNDING
2 SECURITY TRUSTEE).
WHEREAS
(A) The Cash Manager has agreed, pursuant to the Cash Management Agreement,
to provide Cash Management Services in connection with the business of
the Mortgages Trustee.
(B) The Cash Management Agreement provides that the Mortgages Trustee shall
pay into an interest bearing account all Monthly Payments and other
amounts set out in CLAUSE 4 of the Cash Management Agreement and the
Mortgages Trustee GIC Provider is willing to provide such an account
pursuant to and on the terms of this Agreement and the Bank Account
Agreement.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 The amended and restated master definitions and construction schedule
signed by, amongst others, the parties to this Agreement dated [*] 2006
(as the same may be amended, varied or supplemented from time to time
with the consent of the parties hereto) (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) is expressly and specifically incorporated into
this Agreement and, accordingly, the expressions defined in the Master
Definitions and Construction Schedule (as so amended, varied or
supplemented) shall, except where the context otherwise requires and save
where otherwise defined herein, have the same meanings in this Agreement,
including the Recitals hereto and this Agreement shall be construed in
accordance with the interpretation provisions set out in CLAUSE 2 of the
Master Definitions and Construction Schedule.
1.2 This Agreement amends and restates the Mortgages Trustee Guaranteed
Investment Contract made on 14th June, 2006 (the PRINCIPAL AGREEMENT). As
of the date of this Agreement, any future rights
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or obligations (excluding such obligations accrued to the date of this
Agreement) of aparty under the Principal Agreement shall be extinguished
and shall instead be governed by this Agreement.
1.3 Any reference in this Agreement to any discretion, power, right, duty or
obligation on the part of the Mortgages Trustee shall be as exercised by
the Mortgages Trustee only as directed by the Beneficiaries but subject
in each case to the provisions of the Mortgages Trust Deed and the
Controlling Beneficiary Deed.
2. THE MORTGAGES TRUSTEE GIC ACCOUNT
The Mortgages Trustee GIC Provider confirms that (on the instructions of
the Mortgages Trustee (as trustee for the Beneficiaries)) the Mortgages
Trustee GIC Account has been opened in its books in the name of the
Mortgages Trustee, and it agrees to accept on deposit in the Mortgages
Trustee GIC Account all monies transferred to the Mortgages Trustee from
time to time subject to and upon the terms of this Agreement and the Bank
Account Agreement.
3. INTEREST
3.1 Interest shall accrue daily on the Mortgages Trustee GIC Balance and
shall be paid monthly on the first day of each month (or if such day is
not a London Business Day, the next succeeding London Business Day) at a
rate of interest equal to the Mortgages Trustee GIC Rate (calculated on
the basis of the actual number of days elapsed and a 365 day year) by
payment for value on the same day to the Mortgages Trustee GIC Account or
such other accounts as the Mortgages Trustee (as trustee for the
Beneficiaries) shall specify.
3.2 If the Mortgages Trustee GIC Provider receives notice in writing from the
Funding 1 Security Trustee or the Funding 2 Security Trustee to the
effect that (a) an Intercompany Loan Enforcement Notice or a Master
Intercompany Loan Acceleration Notice has been served or (b) that the
appointment of Halifax plc as Cash Manager under the Cash Management
Agreement has been terminated, then, save as otherwise expressly provided
under the Bank Account Agreement, the Mortgages Trustee GIC Provider
agrees that it shall, upon receipt of such notice from the Funding 1
Security Trustee and the Funding 2 Security Trustee, comply with the
directions of the Funding 1 Security Trustee and the Funding 2 Security
Trustee or any successor cash manager appointed by the Mortgages Trustee,
the Funding 1 Security Trustee and/or the Funding 2 Security Trustee
(subject to such successor cash manager having entered into an agreement
with the relevant Account Bank on substantially the same terms as this
Agreement) in relation to the operation of the Mortgages Trustee GIC
Account and the directions of the Funding 1 Security Trustee and the
Funding 2 Security Trustee will be subject to terms of the Controlling
Beneficiary Deed.
4. WITHDRAWALS AND DEPOSITS
4.1 Subject always to the provisions of the Cash Management Agreement and
CLAUSE 6.3 of the Bank Account Agreement, the Mortgages Trustee may on
any London Business Day give notice to the Mortgages Trustee GIC Provider
that it wishes to withdraw on such date all or part of the Mortgages
Trustee GIC Balance from the Mortgages Trustee GIC Account and the
Mortgages Trustee GIC Provider shall comply with such notice and pay the
amount specified in such notice to the account specified therein,
provided that if any such notice is received after 12 noon on any day it
shall be deemed to have been received at the opening of business on the
next following London Business Day.
4.2 The Mortgages Trustee may deposit sums in the Mortgages Trustee GIC
Account, to the extent permitted by the terms of the Cash Management
Agreement, and the Mortgages Trustee GIC Provider agrees to accept and
credit to the Mortgages Trustee GIC Account such sums in accordance with
the other terms hereof.
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4.3 Subject always to the provisions of the Cash Management Agreement and the
Bank Account Agreement, the Cash Manager may, pursuant to clauses 4 of
the Cash Management Agreement, on any London Business Day (but only prior
to the service of an Intercompany Loan Acceleration Notice or a Master
Intercompany Loan Acceleration Notice), give notice to the Mortgages
Trustee GIC Provider that it wishes to withdraw on such date all or part
of the Mortgages Trustee GIC Balance from the Mortgages Trustee GIC
Account and the Mortgages Trustee GIC Provider shall comply with such
notice and pay the amount specified in such notice to the account
specified therein, provided that if any such notice is received after 12
noon on any day it shall be deemed to have been received at the opening
of business on the next following London Business Day.
5. TERMINATION
Following termination of the Bank Account Agreement and/or closing of the
Mortgages Trustee GIC Account in accordance with the terms of the Bank
Account Agreement, the Mortgages Trustee may terminate this Agreement by
serving a written notice of termination on the Mortgages Trustee GIC
Provider.
6. WARRANTIES
6.1 The Mortgages Trustee GIC Provider warrants to the Mortgages Trustee, the
Funding 1 Security Trustee and the Funding 2 Security Trustee at the date
hereof, on each date on which an amount is credited to the Mortgages
Trustee GIC Account and on each Distribution Date, that it is duly
established with limited liability under the laws of England and Wales
and is an institution authorised to carry on banking business (including
accepting deposits) under the Financial Services and Markets Xxx 0000.
6.2 The Mortgages Trustee GIC Provider undertakes to notify the Mortgages
Trustee, the Funding 1 Security Trustee and the Funding 2 Security
Trustee immediately if, at any time during the term of this Agreement,
either of the statements contained in CLAUSE 6.1 ceases to be true. The
warranties set out in CLAUSE 6.1 shall survive the signing and delivery
of this Agreement.
7. ASSIGNMENT
Save as otherwise contemplated in this Agreement, the Cash Management
Agreement and the Mortgages Trust Deed, no party hereto (other than the
Funding 1 Security Trustee and the Funding 2 Security Trustee) may assign
or transfer any of its rights or obligations hereunder without the prior
written consent of the Funding 1 Security Trustee and the Funding 2
Security Trustee and unless each Rating Agency has confirmed in writing
to the Funding 1 Security Trustee and the Funding 2 Security Trustee that
such assignment or transfer would not adversely affect the then current
ratings of the Notes. In any event any assignee of the Mortgages Trustee
GIC Provider must be an institution authorised to carry on banking
business (including accepting deposits) under the Financial Services and
Markets Xxx 0000.
8. AGENCY
The Mortgages Trustee GIC Provider agrees and confirms that, unless
otherwise notified by the Mortgages Trustee, the Funding 1 Security
Trustee or the Funding 2 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 Funding 1
Security Trustee and the Funding 2 Security Trustee, or procure the
provision to the Funding 1 Security Trustee and the
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Funding 2 Security Trustee of, such information and evidence in respect
of any dealing between the Mortgages Trustee and the Mortgages Trustee
GIC Provider or otherwise under or in relation to this Agreement as the
Funding 1 Security Trustee and the Funding 2 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.
11. PAYMENTS AND WITHHOLDINGS
The parties agree that payments required to be made hereunder shall be
made in accordance with CLAUSE 3 of the Bank Account Agreement and that
CLAUSE 14 of the Bank Account Agreement shall, to the extent that it
relates to the Mortgages Trustee GIC Account, be incorporated in and
shall apply, mutatis mutandis, to this Agreement (and for this purpose
references to any "ACCOUNT BANK" shall be deemed to be replaced by the
"MORTGAGES TRUSTEE GIC PROVIDER") such that all payments to be made by
the Mortgages Trustee GIC Provider hereunder will be made upon the terms
and subject to the same conditions as are set out in CLAUSE 14 of the
Bank Account Agreement.
12. NOTICES
Any notices to be given pursuant to this Agreement to any of the parties
hereto shall be sufficiently served if sent by prepaid first class post,
by hand or facsimile transmission and shall be deemed to be given (in the
case of facsimile transmission) when despatched (where delivered by hand)
on the day of delivery if delivered before 17.00 hours on a London
Business Day or on the next London Business Day if delivered thereafter
or on a day which is not a London Business Day or (in the case of first
class post) when it would be received in the ordinary course of the post
and shall be sent:
(a) in the case of the Mortgages Trustee, to Permanent Mortgages
Trustee Limited, 00 Xxxxxxxxx, Xx. Xxxxxx, Xxxxxx, XX0 0XX
(facsimile number x00 (0) 0000 000000) for the attention of the
Secretary with a copy to HBOS Treasury Services plc, 00 Xxx Xxxxx
Xxxxxx, Xxxxxx XX0X 0XX (facsimile no. x00 (000) 0000 0000) for
the attention of the Head of Capital Markets and Securitisation;
(b) in the case of the Mortgages Trustee GIC Provider, to the Bank of
Scotland plc, Leeds Business Centre, 000 Xxxxxxxxxx Xxxxxx, Xxxxx,
XX0 0XX (facsimile number x00 (0) 0000 000000) for the attention
of the Associate Director with copies to: Bank of Scotland plc,
c/o Halifax plc, Bradford Business Centre, 00 Xxxx Xxxxxx,
Xxxxxxxx XX0 0XX (facsimile number x00 (0) 0000 000000 for the
attention of the Associate Director; Halifax plc, Xxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX (facsimile number +44 (0) 1422
391777) for the attention of Mortgage Securitisation Manager; and
HBOS Treasury Services plc, 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX
(facsimile number x00 (000) 0000 0000) for the attention of Head
of Capital Markets and Securitisation;
(c) in the case of the Cash Manager, to Halifax plc, Xxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX (facsimile number +44 (0) 1422
391777) for the attention of Mortgage Securitisation Manager with
a copy to HBOS Treasury Services plc, 00 Xxx Xxxxx Xxxxxx, Xxxxxx
XX0X 0XX (facsimile no. x00 (000) 0000 0000) for the attention of
the Head of Capital Markets and Securitisation; and
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(d) in the case of the Funding 1 Security Trustee and the Funding 2
Security Trustee, to The Bank of New York, 48th Floor, at 0 Xxxxxx
Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX (facsimile number +44 (020)
7964 6399) for the attention of Corporate Trust,
or to such other address or facsimile number or for the attention of such
other person or entity as may from time to time be notified by any party
to the others by written notice in accordance with the provisions of this
Clause 12.
13. COUNTERPARTS AND SEVERABILITY
13.1 This Agreement may be executed in any number of counterparts (manually or
by facsimile), and by the parties on separate counterparts, but shall not
be effective until each party has executed at least one counterpart. Each
counterpart shall constitute an original of this Agreement, but all the
counterparts shall together constitute but one and the same instrument.
13.2 Where any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations
under this Agreement, or of such provision or obligation in any other
jurisdiction, shall not be affected or impaired thereby.
14. THE FUNDING 1 SECURITY TRUSTEE AND THE FUNDING 2 SECURITY TRUSTEE
The Funding 1 Security Trustee and the Funding 2 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 Cash Manager, the Mortgages Trustee GIC Provider or the Mortgages
Trustee hereunder.
15. AMENDMENTS
Subject to CLAUSE 25 of the Funding 1 Deed of Charge (Supplemental
Provisions Regarding the Funding 1 Security Trustee and the Funding 2
Security Trustee) and CLAUSE 24 of the Funding 2 Deed of Charge, any
amendments to this Agreement will be made only with the prior written
consent of each party to this Agreement.
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) Xxx 0000, 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. The Mortgages Trustee irrevocably appoints Structured Finance
Management Limited located at Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx, Xxxxxx
XX0X 0XX, as its agent for service of process.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first before written.
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SIGNATORIES
SIGNED for and on behalf of )
PERMANENT MORTGAGES )
TRUSTEE LIMITED )
by: )
SIGNED for and on behalf of )
HALIFAX PLC )
by: )
SIGNED for and on behalf of )
THE GOVERNOR AND )
COMPANY OF THE BANK OF )
SCOTLAND )
by: )
SIGNED for and on behalf of )
THE BANK OF NEW YORK )
)
by: )
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