Exhibit 4.10
NINTH ISSUER BANK ACCOUNT AGREEMENT
DATED [*], 2005
XXXXXX FINANCING (NO. 9) PLC
AS NINTH ISSUER
AND
ABBEY NATIONAL PLC
AS NINTH ISSUER CASH MANAGER AND NINTH ISSUER STERLING ACCOUNT BANK
AND
CITIBANK, N.A.
AS NINTH ISSUER NON-STERLING ACCOUNT BANK
AND
THE BANK OF NEW YORK, LONDON BRANCH
AS NINTH ISSUER SECURITY TRUSTEE
XXXXX & XXXXX
XXXXX & XXXXX LLP
LONDON
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation......................................... 1
2. The Ninth Issuer Transaction Accounts.................................. 2
3. Payments............................................................... 3
4. Mandates and Statements................................................ 4
5. Acknowledgement by the Ninth Issuer Account Banks...................... 4
6. Certification, Indemnity and Enforcement Notice........................ 6
7. Change of Ninth Issuer Security Trustee or Ninth
Issuer Account Bank.................................................... 7
8. Termination............................................................ 7
9. Further Assurance......................................................11
10. Confidentiality........................................................11
11. Costs..................................................................11
12. Notices................................................................11
13. Interest...............................................................12
14. Withholding............................................................12
15. Tax Status.............................................................13
16. Entire Agreement.......................................................13
17. Variation and Waiver...................................................13
18. Assignment.............................................................13
19. The Ninth Issuer Security Trustee......................................14
20. Exclusion of Third Party Rights........................................14
21. Counterparts...........................................................14
22. Governing Law..........................................................14
SCHEDULE
1. Form of Account Mandate................................................15
Part 1 Form of Ninth Issuer Sterling Account Mandate...... .........15
Part 2 Form of Ninth Issuer Non-Sterling Account Mandate............16
2. Notices of Charge and Acknowledgements of Receipt......................17
Part 1 Notice of Charge - Ninth Issuer Sterling Account.............17
Part 2 Notice of Charge - Ninth Issuer Non-Sterling Account.........19
Part 3 Acknowledgement - Ninth Issuer Sterling Account..............21
Part 4 Acknowledgement - Ninth Issuer Non-Sterling Account..........22
Signatories..................................................................23
THIS AGREEMENT is made on [*], 2005
BETWEEN:
(1) XXXXXX FINANCING (NO. 9) PLC (registered number 5115696), a public
limited company incorporated under the laws of England and Wales, whose
registered office is at Abbey National House, 0 Xxxxxx Xxxxxx, Xxxxxx'x
Xxxxx, Xxxxxx XX0 0XX (the NINTH ISSUER);
(2) ABBEY NATIONAL PLC (registered number 2294747), a public limited company
incorporated under the laws of England and Wales whose registered office
is at Abbey National House, 2 Triton Square, Xxxxxx'x Xxxxx, Xxxxxx XX0
0XX, in its capacity as cash manager to the Ninth Issuer pursuant to the
Ninth Issuer Cash Management Agreement (the NINTH ISSUER CASH MANAGER)
and in its capacity as account bank to the Ninth Issuer acting from its
branch at 00 Xxxxxxx Xxxxxx, Xxxxxx X0 0XX (the NINTH ISSUER STERLING
ACCOUNT BANK);
(3) CITIBANK, N.A., LONDON BRANCH acting through its office at Citigroup
Centre, Canada Square, London E14 5LB (the NINTH ISSUER NON-STERLING
ACCOUNT BANK and, together with the Ninth Issuer Sterling Account Bank,
the NINTH ISSUER ACCOUNT BANKS); and
(4) THE BANK OF NEW YORK, LONDON BRANCH acting through its office at 00xx
Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (the NINTH ISSUER SECURITY
TRUSTEE, which expression shall include such persons and all other
persons for the time being acting as trustee or trustees under the Ninth
Issuer Deed of Charge).
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
The Amended and Restated Master Definitions and Construction Schedule and
the Ninth Issuer Master Definitions and Construction Schedule, both
signed for the purposes of identification by Xxxxx & Xxxxx LLP and
Xxxxxxxxx and May on [*], 2005 (as the same may be amended, varied or
supplemented from time to time with the consent of the parties hereto)
are expressly and specifically incorporated into this Agreement and,
accordingly, the expressions defined in the Amended and Restated Master
Definitions and Construction Schedule and the Ninth Issuer Master
Definitions and Construction Schedule (as so amended, varied or
supplemented from time to time) 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 Amended and Restated Master Definitions and Construction
Schedule and Clause 2 of the Ninth Issuer Master Definitions and
Construction Schedule. In the event of a conflict between the Amended and
Restated Master Definitions and Construction Schedule and the Ninth
Issuer Master Definitions and Construction Schedule, the Ninth Issuer
Master Definitions and Construction Schedule shall prevail.
For the avoidance of doubt, and without prejudice to Clause 2 of the
Master Definitions and Construction Schedule and Clause 2 of the Ninth
Issuer Master Definitions and Construction Schedule, references in this
Agreement to the Ninth Issuer Transaction Accounts of a Ninth Issuer
Account Bank shall be deemed to include the singular number if such Ninth
Issuer Account Bank maintains only a single Ninth Issuer Transaction
Account.
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2. THE NINTH ISSUER TRANSACTION ACCOUNTS
2.1 INSTRUCTIONS FROM NINTH ISSUER CASH MANAGER TO NINTH ISSUER STERLING
ACCOUNT BANK
(a) Subject to Clause 6.3, the Ninth Issuer Sterling Account Bank shall
comply with any direction of the Ninth Issuer Cash Manager to effect a
payment by debiting the Ninth Issuer Sterling Account if such direction
(i) is in writing or is given by telephone and confirmed in writing not
later than close of business on the day on which such direction is given,
and (ii) complies with the Ninth Issuer Sterling Account Mandate.
(b) The Ninth Issuer Sterling 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 Ninth Issuer Sterling Account Mandate, from time to
time and in respect of which the person giving the direction quotes a
code reference notified in writing by the Ninth Issuer Cash Manager from
time to time to the Ninth Issuer Sterling 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.
2.2 TIMING OF PAYMENT
Without prejudice to the provisions of Clause 3.2, the Ninth Issuer
Sterling Account Bank agrees that if directed pursuant to Clause 2.1 to
make any payment then, subject to Clauses 2.4 and 6.3 below, it will do
so prior to close of business on the Business Day on which such direction
is received and for value that day, provided that, if any direction is
received later than 12.00 p.m. (London time) on any Business Day, the
Ninth Issuer Sterling Account Bank shall make such payment at the
commencement of business on the following Business Day for value that
day.
2.3 NINTH ISSUER STERLING ACCOUNT CHARGES
The charges of the Ninth Issuer Sterling Account Bank for the operation
of the Ninth Issuer Sterling Account shall be debited to the Ninth Issuer
Sterling Account only on the first day of each month (or, if such day is
not a Business Day, the next succeeding Business Day) in accordance with
the order of priority set out in the Ninth Issuer Cash Management
Agreement, or, following enforcement of the Ninth Issuer Security, the
Ninth Issuer Deed of Charge, and the Ninth 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 Ninth Issuer Sterling Account Bank.
2.4 NO OVERDRAWN BALANCE
Notwithstanding the provisions of Clause 2.1, amounts shall only be
withdrawn from the Ninth Issuer Sterling Account to the extent that such
withdrawal does not cause the Ninth Issuer Sterling Account to become
overdrawn.
2.5 INSTRUCTIONS FROM NINTH ISSUER CASH MANAGER TO NINTH ISSUER NON-STERLING
ACCOUNT BANK
(a) Subject to Clause 6.3, the Ninth Issuer Non-Sterling Account Bank
shall comply with any direction of the Ninth Issuer Cash Manager to
effect a payment by debiting the Ninth Issuer Non-Sterling Account if
such direction (i) is in writing or is given by telephone and confirmed
in writing not later than close of business on the day on which such
direction is given, and (ii) complies with the Ninth Issuer Non-Sterling
Account Mandate.
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(b) The Ninth Issuer Non-Sterling 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 Ninth Issuer Non-Sterling Account Mandate,
from time to time and in respect of which the person giving the direction
quotes a code reference notified in writing by the Ninth Issuer Cash
Manager from time to time to the Ninth Issuer Non-Sterling 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.
2.6 TIMING OF PAYMENT
Without prejudice to the provisions of Clause 3.2, the Ninth Issuer
Non-Sterling Account Bank agrees that if directed pursuant to Clause 2.5
to make any payment then, subject to Clauses 2.8 and 6.3 below, it will
do so prior to close of business on the Business Day on which such
direction is received and for value that day, provided that, if any
direction is received later than 3.15 p.m. (London time) (or, in the case
of a payment to an account held by a member bank of the Association for
Payment Clearing Services (APACS) within the town clearing area, 3.45
p.m. (London time) or, in the case of a payment to another account with
the Ninth Issuer Non-Sterling Account Bank at the same branch, 4.00 p.m.
(London time)) on any Business Day, the Ninth Issuer Non-Sterling Account
Bank shall make such payment at the commencement of business on the
following Business Day for value that day.
2.7 NINTH ISSUER NON-STERLING ACCOUNT CHARGES
The charges of the Ninth Issuer Non-Sterling Account Bank for the
operation of the Ninth Issuer Non-Sterling Account shall be debited to
the Ninth Issuer Non-Sterling Account only on each Interest Payment Date
in accordance with the order of priority set out in the Ninth Issuer Cash
Management Agreement, or, following enforcement of the Ninth Issuer
Security, the Ninth Issuer Deed of Charge, and the Ninth 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 Ninth Issuer Non-Sterling Account Bank.
2.8 NO OVERDRAWN BALANCE
Notwithstanding the provisions of Clause 2.5, amounts shall only be
withdrawn from the Ninth Issuer Non-Sterling Account to the extent that
such withdrawal does not cause the Ninth Issuer Non-Sterling Account to
become overdrawn.
3. PAYMENTS
3.1 INSTRUCTIONS FROM THE NINTH ISSUER CASH MANAGER
(a) The Ninth Issuer Cash Manager shall, no later than 11.00 a.m. (London
time) on the fourth London Business Day before the date upon which any
payment is due to be made from any of the Ninth Issuer Transaction
Accounts (including the payments due to be made on each Interest Payment
Date), submit to the Ninth Issuer Account Banks irrevocable written
instructions as to the payments to be made out of the relevant accounts
on such date.
(b) The Ninth Issuer Account Banks shall comply with such instructions and
shall effect the payments specified therein not later than the time
specified for payment thereof (provided that each Ninth 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 Ninth Issuer Transaction Account Mandate.
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3.2 TIMING OF PAYMENT
Each Ninth Issuer Account Bank agrees that it will, not later than 11.00
a.m. (London time) on the second London Business Day prior to each
Interest Payment Date, confirm to the Ninth Issuer Cash Manager (provided
that such is the case) that it has received irrevocable instructions to
effect payment to the Principal Paying Agent on the relevant Interest
Payment Date and specifying the amount of the payment to be made and
that, subject to receipt of funds, it will effect such payment.
4. MANDATES AND STATEMENTS
4.1 SIGNING AND DELIVERY OF MANDATES
The Ninth Issuer has delivered to the Ninth Issuer Account Banks prior to
the Ninth Issuer Closing Date the Ninth Issuer Transaction Account
Mandates in the forms set out in Schedule 1 hereto duly executed and
relating to the Ninth Issuer Transaction Accounts, and the Ninth Issuer
Account Banks hereby confirm to the Ninth Issuer Security Trustee that
the Ninth Issuer Transaction Account Mandates have been provided to it,
that the Ninth Issuer Transaction Accounts are open and that the Ninth
Issuer Transaction Account Mandates are operative.
4.2 AMENDMENT OR REVOCATION
Each Ninth Issuer Account Bank agrees that it shall notify the Ninth
Issuer Security Trustee as soon as is reasonably practicable, if it
receives any amendment or revocation of a Ninth Issuer Transaction
Account Mandate in respect of a Ninth Issuer Transaction Account that it
holds (other than a change of Authorised Signatory) and shall require the
consent of the Ninth Issuer Security Trustee to any such amendment or
revocation (other than a change of Authorised Signatory) but, unless such
Ninth Issuer Transaction Account Mandate is revoked, each Ninth Issuer
Account Bank may continue to comply with the relevant amended Ninth
Issuer Transaction Account Mandate unless it receives notice in writing
from the Ninth Issuer Security Trustee to the effect that a Ninth Issuer
Note Enforcement Notice has been served or that the appointment of Abbey
National plc as Ninth Issuer Cash Manager under the Ninth Issuer Cash
Management Agreement has been terminated.
4.3 STATEMENTS
Each Ninth Issuer Account Bank shall submit monthly written statements to
the Ninth Issuer Cash Manager setting out the amounts standing to the
credit of the relevant Ninth Issuer Transaction Account at the close of
business on the immediately preceding Business Day within three Business
Days of the statement date.
5. ACKNOWLEDGEMENT BY THE NINTH ISSUER ACCOUNT BANKS
5.1 RESTRICTION ON NINTH ISSUER ACCOUNT BANKS' RIGHTS
Notwithstanding anything to the contrary in the Ninth Issuer Transaction
Account Mandates, each Ninth Issuer Account Bank hereby:
(a) waives any right it has or may hereafter acquire to combine,
consolidate or merge its Ninth Issuer Transaction Accounts with any
other account of the Ninth Issuer Cash Manager, the Ninth Issuer, the
Mortgages Trustee, Funding, the Seller, the Ninth Issuer Security
Trustee, the Security Trustee or any other person or any liabilities
of the Ninth Issuer Cash
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Manager, the Ninth Issuer, the Mortgages Trustee, Funding, the Seller,
the Ninth Issuer Security Trustee, the Security Trustee or any other
person 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 its Ninth Issuer Transaction Accounts in or towards
satisfaction of any liabilities to it of the Ninth Issuer Cash
Manager, the Ninth Issuer, the Mortgages Trustee, Funding, the Seller,
the Ninth Issuer Security Trustee, the Security Trustee or any other
person;
(c) in addition and without prejudice to its rights and obligations as a
Ninth 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 Ninth Issuer, or procure the winding-up or liquidation of
the Ninth Issuer or the making of an administration order in relation
to the Ninth Issuer or the filing of documents with the court in
relation to the Ninth Issuer or the service of a notice of intention
to appoint an administrator in relation to the Ninth Issuer in respect
of any of the liabilities of the Ninth Issuer whatsoever other than to
the extent expressly permitted under the Ninth Issuer Deed of Charge;
(d) agrees that it shall have recourse only to sums paid to or received by
(or on behalf of) the Ninth Issuer pursuant to the Transaction
Documents;
(e) agrees that it will notify the Ninth Issuer Cash Manager, the Ninth
Issuer and the Ninth Issuer Security Trustee if compliance with any
instruction would cause its Ninth Issuer Transaction Accounts to have
a negative balance, such notification to be given on the same Business
Day it determines that compliance with such instruction would cause
any such account to have a negative balance; and
(f) acknowledges that the Ninth Issuer has, pursuant to the Ninth 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 its Ninth Issuer
Transaction Accounts and all of its rights under this Agreement to the
Ninth Issuer Security Trustee.
5.2 NOTICE OF ASSIGNMENT AND ACKNOWLEDGEMENT
(a) The Ninth Issuer Sterling Account Bank agrees that promptly upon
receipt of a notice of assignment signed by the Ninth Issuer, in (or
substantially in) the form of notice set out in Part 1 of Schedule 2
hereto the Ninth Issuer Sterling Account Bank shall sign and duly return
to the Ninth Issuer, with a copy to the Ninth Issuer Security Trustee, an
acknowledgement in (or substantially in) the form of acknowledgement set
out in Part 3 of Schedule 2 hereto.
(b) The Ninth Issuer Non-Sterling Account Bank agrees that promptly upon
receipt of a notice of assignment signed by the Ninth Issuer, in (or
substantially in) the form of notice set out in Part 2 of Schedule 2
hereto the Ninth Issuer Non-Sterling Account Bank shall sign and duly
return to the Ninth Issuer, with a copy to the Ninth Issuer Security
Trustee, an acknowledgement in (or substantially in) the form of
acknowledgement set out in Part 4 of Schedule 2 hereto.
5.3 MONTHLY STATEMENT
Unless and until directed otherwise by the Ninth Issuer Security Trustee,
each Ninth Issuer Account Bank shall provide each of the Ninth Issuer
Cash Manager, the Ninth Issuer and the Ninth Issuer Security Trustee with
a statement in respect of its Ninth Issuer Transaction Accounts
automatically on a monthly basis and also as soon as reasonably
practicable after
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receipt of a request for a statement. Each Ninth Issuer Account Bank is
hereby authorised by the Ninth Issuer to provide statements in respect of
its Ninth Issuer Transaction Accounts to the Ninth Issuer Cash Manager
and the Ninth Issuer Security Trustee.
6. CERTIFICATION, INDEMNITY AND ENFORCEMENT NOTICE
6.1 NINTH ISSUER ACCOUNT BANKS TO COMPLY WITH NINTH ISSUER CASH MANAGER'S
INSTRUCTIONS
Unless otherwise directed by the Ninth Issuer Security Trustee pursuant
to Clause 6.3, in making any transfer or payment from its Ninth Issuer
Transaction Accounts in accordance with this Agreement, a Ninth Issuer
Account Bank shall be entitled to act as directed by the Ninth Issuer
Cash Manager pursuant to Clauses 2.1 and 3.1 or pursuant to Clauses 2.5
and 3.1, as the case may be, and to rely as to the amount of any such
transfer or payment on the Ninth Issuer Cash Manager's instructions in
accordance with the relevant Ninth Issuer Transaction Account Mandate,
and each Ninth Issuer Account Bank shall have no liability to the Ninth
Issuer Cash Manager, the Ninth Issuer or the Ninth Issuer Security
Trustee except in the case of its wilful default or negligence.
6.2 NINTH ISSUER'S INDEMNITY
The Ninth Issuer shall indemnify each Ninth Issuer Account Bank to the
extent of funds then standing to the credit of the relevant Ninth Issuer
Transaction Account against any loss, cost, damage, charge or expense
incurred by it 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 a Ninth Issuer Account Bank (if any) for the operation
of its Ninth Issuer Transaction Accounts other than as provided in
this Agreement; and
(b) any loss, cost, damage, charge or expense arising from any breach by a
Ninth Issuer Account Bank of its obligations under this Agreement.
6.3 CONSEQUENCES OF A NINTH ISSUER INTERCOMPANY LOAN ENFORCEMENT NOTICE OR A
NINTH ISSUER NOTE ENFORCEMENT NOTICE
Each Ninth Issuer Account Bank acknowledges that, if it receives notice
in writing from the Ninth Issuer Security Trustee to the effect that (a)
the Security Trustee has served a Ninth Issuer Intercompany Loan
Enforcement Notice, or the Ninth Issuer Security Trustee has served a
Ninth Issuer Note Enforcement Notice, or (b) that the appointment of
Abbey National plc as Ninth Issuer Cash Manager under the Ninth Issuer
Cash Management Agreement has been terminated (but without prejudice to
Clause 6.1 above) all right, authority and power of the Ninth Issuer Cash
Manager in respect of the Ninth Issuer Transaction Accounts shall be
terminated and be of no further effect and each Ninth Issuer Account Bank
agrees that it shall, upon receipt of such notice from the Ninth Issuer
Security Trustee, comply with the directions of the Ninth Issuer Security
Trustee or any successor cash manager appointed by the Ninth Issuer
Security Trustee (subject to such successor cash manager having entered
into an agreement with that Ninth Issuer Account Bank on substantially
the same terms as this Agreement) in relation to the operation of its
Ninth Issuer Transaction Accounts.
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7. CHANGE OF NINTH ISSUER SECURITY TRUSTEE OR NINTH ISSUER ACCOUNT BANK
7.1 CHANGE OF NINTH ISSUER SECURITY TRUSTEE
In the event that there is any change in the identity of the Ninth Issuer
Security Trustee or an additional Ninth Issuer Security Trustee is
appointed in accordance with the Ninth Issuer Deed of Charge, the
existing Ninth Issuer Security Trustee or the retiring Ninth Issuer
Security Trustee, the Ninth Issuer Cash Manager, the Ninth Issuer and
each Ninth Issuer Account Bank shall execute such documents and take such
actions as such of the new Ninth Issuer Security Trustee and the retiring
Ninth Issuer Security Trustee or, as the case may be, the existing Ninth
Issuer Security Trustee shall agree are reasonably necessary for the
purpose of vesting in such new Ninth Issuer Security Trustee the rights,
benefits and obligations of the Ninth Issuer Security Trustee under this
Agreement and releasing the retiring Ninth Issuer Security Trustee from
its future obligations hereunder. It is acknowledged that a trust
corporation may be appointed as sole trustee and in the event that there
are one or more Ninth Issuer Security Trustees, at least one of such
Ninth Issuer Security Trustees shall be a trust corporation.
7.2 CHANGE OF NINTH ISSUER ACCOUNT BANK
If there is any change in the identity of a Ninth Issuer Account Bank,
then the Ninth Issuer Cash Manager, the Ninth Issuer, the Ninth Issuer
Security Trustee and any other existing Ninth Issuer Account Bank shall
execute such documents and take such actions as the new Ninth Issuer
Account Bank, the outgoing Ninth Issuer Account Bank and the Ninth Issuer
Security Trustee may require for the purpose of vesting in the new Ninth
Issuer Account Bank the rights and obligations of the outgoing Ninth
Issuer Account Bank and releasing the outgoing Ninth Issuer Account Bank
from its future obligations under this Agreement.
8. TERMINATION
8.1 TERMINATION EVENTS
The Ninth Issuer Cash Manager or the Ninth Issuer may (with the prior
written consent of the Ninth Issuer Security Trustee) terminate this
Agreement and shall (in the case of any of the paragraphs (b) to (f)
below) or may (in the case of paragraphs (a) and (f) below with such
consent) close the relevant Ninth Issuer Transaction Account by serving a
written notice of termination on the relevant Ninth Issuer Account Bank
in any of the following circumstances:
(a) if 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 the relevant Ninth
Issuer Transaction Account; or
if the short-term, unsubordinated, unsecured and unguaranteed debt
obligation ratings of the relevant Ninth Issuer Account Bank fall
below F1 by Fitch, P-1 by Moody's or A-1+ by S&P (or in each case,
such other rating as may be agreed between the parties hereto and
the relevant Rating Agency from time to time) and the relevant
Eighth Issuer Account Bank does not, within 30 London Business
Days of such an occurrence, (A) close the relevant Eighth Issuer
Transaction Account held with them, and open a replacement account
with a financial institution (i) having a short-term, unsecured,
unsubordinated and unguaranteed debt obligation rating of at least
F1 by Fitch, P-1 by Moody's or A-1+ by S&P and (ii) which is an
authorised institution under the FSMA or (B) obtain a guarantee of
its obligation under this Agreement from a financial institution
having a short-term, unsecured, unsubordinated and
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unguaranteed obligation rating of at least F1 by Fitch, P-1 by
Moody's or A-1+ by S&P (provided that in the case of each of (A)
and (B) above, the Rating Agencies then rating the Eighth Issuer
Notes confirm that the Eighth Issuer Notes would not be adversely
affected thereby), provided always that where the Relevant Deposit
Amount is, or within the above 30 London Business Day period
becomes, less than 30 per cent. of the amount of the Funding
Share, then the minimum short-term, unsubordinated, unsecured and
unguaranteed debt obligation rating of such Ninth Issuer Account
Bank required by S&P shall be at least A-1 (or in each case, such
other rating as may be agreed between the parties hereto and the
relevant Rating Agency from time to time) and references in this
Clause to a rating of A-1+ from S&P shall instead be construed as
references to a rating of A-1 from S&P (or such other rating as
may be agreed between the parties hereto and the S&P from time to
time); or
(b) if the relevant Ninth Issuer Account Bank, otherwise than for the
purposes of such amalgamation or reconstruction as is referred to in
paragraph (d) below, ceases or, through an authorised action of the
board of directors of the relevant Ninth 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 Sections 123(1)and 123(2) of the Insolvency
Act 1986 (as either of those Sections may be amended) or ceases to be
an authorised institution under FSMA; or
(c) if an order is made or an effective resolution is passed for the
winding-up of the relevant Ninth 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 by
the Ninth Issuer Security Trustee in writing (such approval not to be
unreasonably withheld or delayed); or
(d) if proceedings are initiated against the relevant Ninth Issuer Account
Bank under any applicable liquidation, insolvency, bankruptcy,
composition, reorganisation (other than a reorganisation where such
Ninth 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 Ninth 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 such Ninth Issuer
Account Bank or in relation to the whole or any substantial part of
the undertaking or assets of such Ninth Issuer Account Bank, or an
encumbrancer takes possession of the whole or any substantial part of
the undertaking or assets of such Ninth 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 such Ninth 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 such
Ninth 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 indebtedness; or
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(e) if the relevant Ninth Issuer Account Bank fails to perform any of its
obligations under this Agreement and such failure remains unremedied
for three Business Days after the Ninth Issuer Cash Manager or the
Ninth Issuer Security Trustee has given notice of such failure.
8.2 TERMINATION OPTION
The Ninth Issuer and the Ninth Issuer Security Trustee, upon a breach by
a Ninth Issuer Account Bank of its obligations under the Bank Account
Agreement, the Funding Guaranteed Investment Contract, the Mortgages
Trustee Guaranteed Investment Contract, the Cash Management Agreement,
the First Issuer Bank Account Agreement, the Second Issuer Bank Account
Agreement, the Third Issuer Bank Account Agreement, the Fourth Issuer
Bank Account Agreement, the Fifth Issuer Bank Account Agreement, the
Sixth Issuer Bank Account Agreement, the Seventh Issuer Bank Account
Agreement, the Eighth Issuer Bank Account Agreement, the Ninth Issuer
Bank Account Agreement, the First Issuer Cash Management Agreement, the
Second Issuer Cash Management Agreement, the Third Issuer Cash Management
Agreement, the Fourth Issuer Cash Management Agreement, the Fifth Issuer
Cash Management Agreement, the Sixth Issuer Cash Management Agreement,
the Seventh Issuer Cash Management Agreement, the Eighth Issuer Cash
Management Agreement, the Ninth Issuer Cash Management Agreement or the
Servicing Agreement by giving one month's prior written notice to the
relevant Ninth Issuer Account Bank (with a copy to the Ninth Issuer
Security Trustee), may terminate the appointment of such Ninth 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,
unsubordinated, unguaranteed and unsecured debt obligation rating of
at least P-1 by Moody's, A-1+ by S&P and F1 by Fitch (or such other
ratings that may be agreed between the parties hereto and the relevant
Rating Agency from time to time) provided always that where the
Relevant Deposit Amount is less than 30 per cent. of the amount of the
Funding Share, then the short-term, unsubordinated, unguaranteed and
unsecured rating of such replacement financial institution required by
S&P shall be at least A-1 (or such other rating as may be agreed
between the parties hereto and S&P from time to time) and references
in this Clause to a rating of A-1+ from S&P shall instead be construed
as references to a rating of A-1 from S&P (or such other rating as may
be agreed between the parties hereto and the S&P from time to time)
and (ii) being an authorised institution under FSMA 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 Ninth Issuer Notes.
The Ninth Issuer Cash Manager and the Ninth 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 relevant Ninth Issuer Account Bank
shall assist the other parties hereto to effect an orderly transition of
the banking arrangements documented hereby and the Ninth Issuer shall
reimburse such Ninth 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.
8.3 NOTIFICATION OF TERMINATION EVENT
Each of the Ninth Issuer, the Ninth Issuer Cash Manager and each Ninth
Issuer Account Bank undertakes and agrees to notify the Ninth Issuer
Security Trustee of any event which would or
9
could entitle the Ninth Issuer Security Trustee to serve a notice of
termination pursuant to Clause 8.4 promptly upon becoming aware thereof.
8.4 TERMINATION BY NINTH ISSUER SECURITY TRUSTEE
In addition, prior to the service of a Ninth Issuer Intercompany Loan
Enforcement Notice or a Ninth Issuer Note Enforcement Notice, the Ninth
Issuer Security Trustee may terminate this Agreement and close any of the
Ninth Issuer Transaction Accounts by serving a notice of termination if
any of the events specified in Clause 8.1(a) to 8.1(e) (inclusive) of
this Agreement occurs in relation to the relevant Ninth Issuer Account
Bank. Following the service of a Ninth Issuer Intercompany Loan
Enforcement Notice or a Ninth Issuer Note Enforcement Notice, the Ninth
Issuer Security Trustee may serve a notice of termination at any time.
8.5 AUTOMATIC TERMINATION
This Agreement shall automatically terminate (if not terminated earlier
pursuant to this Clause 8) on the date falling 90 days after all Ninth
Issuer Secured Obligations having been irrevocably discharged in full.
8.6 TERMINATION BY NINTH ISSUER ACCOUNT BANK
Each Ninth Issuer Account Bank may terminate this Agreement and cease to
operate its Ninth Issuer Transaction Accounts at any time:
(a) on giving not less than six months' prior written notice thereof
ending on any Business Day which does not fall on either an Interest
Payment Date or less than 10 Business Days before an Interest Payment
Date to each of the other parties hereto without assigning any reason
therefor; or
(b) on giving not less than three months' prior written notice thereof
ending on any Business Day which does not fall on either an Interest
Payment Date or less than 10 Business Days before an Interest Payment
Date to each of the other parties hereto, if such Ninth 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 (i) with a short-term, unsubordinated, unguaranteed
and unsecured debt obligation rating of at least P-1 (in the case
of Moody's) and A-1+ (in the case of S&P) and F1 (in the case of
Fitch) provided always that where the Relevant Deposit Amount is
less than 30 per cent. of the amount of the Funding Share, then
the short-term, unsubordinated, unguaranteed and unsecured rating
of such replacement financial institution required by S&P shall be
at least A-1 (or in each case, such other rating as may be agreed
between the parties hereto and the relevant Rating Agency from
time to time) and (ii) being an authorised institution under FSMA)
shall have entered into an agreement in form and substance similar
to this Agreement; or
(ii) if the then current ratings of the Ninth Issuer Notes would
be adversely affected thereby.
10
In either case the relevant Ninth 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 relevant
Ninth Issuer Account Bank shall assist the other parties hereto to effect
an orderly transition of the banking arrangements documented hereby.
9. 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.
10. CONFIDENTIALITY
None of the parties hereto shall during the term of this Agreement or
after its termination disclose to any person whatsoever (except as
provided herein or in any of the Transaction Documents to which it is a
party 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
any governmental or 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 or the Bank of England or the Financial Services
Authority) any information relating to the business, finances or other
matters of a confidential nature of any other party hereto of which it
may in the course of its duties hereunder have become possessed and each
of the parties hereto shall use all reasonable endeavours to prevent any
such disclosure.
11. COSTS
The Ninth Issuer agrees to pay the reasonable costs and any amounts in
respect of Irrecoverable VAT thereon (including reasonable legal costs
and expenses) of each Ninth Issuer Account Bank in connection with the
negotiation of this Agreement and the establishment of the Ninth Issuer
Transaction 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 7, 8 (other than Clauses 8.1(b), 8.1(c),
8.1(d), 8.1(e), 8.5 and 8.6(a)) and 9.
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 5.00 p.m. hours on a
Business Day or on the next Business Day if delivered thereafter or on a
day which is not a 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 Ninth Issuer Cash Manager, to Abbey National plc at
Abbey National House, 0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx, Xxxxxx XX0 0XX
(facsimile number (00) 00 0000 0000) for the attention of the Company
Secretary with a copy to Abbey National plc, c/o Abbey House (AAM
126), 000 Xxxxxxx Xxxx Xxxx, Xxxxxx Xxxxxx XX0 0XX (facsimile number
(00) 0000 000 000) for the attention of Securitisation Team, Consumer
Risk;
(b) in the case of the Ninth Issuer, to Xxxxxx Financing (No. 9) PLC, at
Abbey Xxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx, Xxxxxx XX0 0XX
(facsimile number (44) 20
11
7756 5627) for the attention of the Company Secretary with a copy to
Abbey National plc, c/o Abbey House (AAM 126), 000 Xxxxxxx Xxxx Xxxx,
Xxxxxx Xxxxxx XX0 0XX (facsimile number (00) 0000 000 000) for the
attention of Securitisation Team, Consumer Risk;
(c) in the case of the Ninth Issuer Security Trustee, to The Bank of New
York, 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (facsimile number
(00) 00 0000 0000/6399) for the attention of Global Structured
Finance - Corporate Trust;
(d) in the case of the Ninth Issuer Sterling Account Bank, to Abbey
National plc at Abbey National House, 0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx,
Xxxxxx XX0 0XX (facsimile number (00) 00 0000 0000) for the attention
of the Company Secretary with copies to (i) Abbey National plc, 00
Xxxxxxx Xxxxxx, Xxxxxx X0 0XX (facsimile number (00) 00 0000 0000) for
the attention of the Manager, Corporate Payment Operations and (ii)
Abbey National plc, c/o Abbey House (AAM 126), 000 Xxxxxxx Xxxx Xxxx,
Xxxxxx Xxxxxx XX0 0XX (facsimile number (00) 0000 000 000) for the
attention of Securitisation Team, Consumer Risk; and
(e) in the case of the Ninth Issuer Non-Sterling Account Bank, to
Citibank, N.A. at Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx X00 0XX
(facsimile number [(00) 00 0000 0000]) for the attention of [Xxxxx
Xxxxxxxxxx], 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. INTEREST
The Ninth Issuer Account Banks shall pay, (a) in the case of the Ninth
Issuer Sterling Account on the first day of each month (or if such day is
not a London Business Day on the next succeeding London Business Day) in
respect of the preceding month, and (b) in the case of the Ninth Issuer
Dollar Account and the Ninth Issuer Euro Account on each Interest Payment
Date in respect of the preceding Interest Period, interest on any cleared
credit balances on such Ninth Issuer Transaction Accounts.
14. WITHHOLDING
All payments by a Ninth 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
such Ninth 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 Ninth Issuer or the Ninth 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
12
deduction or withholding or equivalent evidence of the
relevant deduction or withholding; and
(d) account to the Ninth Issuer in full by credit to the relevant Ninth
Issuer Transaction Account of an amount equal to the amount of any
rebate, repayment or reimbursement of any deduction or withholding
which the relevant Ninth Issuer Account Bank has made pursuant to this
Clause 14 and which is subsequently received by such Ninth Issuer
Account Bank.
15. TAX STATUS
15.1 Each Ninth Issuer Account Bank: is a bank for the purposes of section 349
ICTA; 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 will not cease to be 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 the United Kingdom Inland Revenue occurring after the
date of this Agreement.
15.2 Each Ninth 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 relevant Ninth Issuer Account Bank in Clause 15.1 above.
16. 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.
17. 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. 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.
18. ASSIGNMENT
Subject as provided in or contemplated by Clauses 5.1(f) and 7.2:
(a) a Ninth Issuer Account Bank may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of
the Ninth Issuer and the Ninth Issuer Security Trustee;
(b) the Ninth Issuer may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of the Ninth
Issuer Account Banks and the Ninth Issuer Security Trustee; and
(c) no Ninth Issuer Account Bank may act through any other branch other
than the branch specified on page 1 of this Agreement without the
prior written consent of the Ninth Issuer and the Ninth Issuer
Security Trustee (such consent not to be unreasonably withheld).
13
19. THE NINTH ISSUER SECURITY TRUSTEE
The Ninth 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 Ninth Issuer Cash
Manager, any Ninth Issuer Account Bank or the Ninth Issuer hereunder.
20. 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 but
this does not affect any right or remedy of a third party which exists or
is available apart from that Act.
21. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which (when executed) shall be an original. Such counterparts, when taken
together, shall constitute one and the same document.
22. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with,
the laws of England.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first before written.
14
SCHEDULE 1
FORM OF ACCOUNT MANDATE
PART 1
FORM OF NINTH ISSUER STERLING ACCOUNT MANDATE
IN THE FORM ATTACHED
15
PART 2
FORM OF NINTH ISSUER NON-STERLING ACCOUNT MANDATE
IN THE FORM ATTACHED
16
SCHEDULE 2
NOTICES OF CHARGE AND ACKNOWLEDGEMENTS OF RECEIPT
PART 1
NOTICE OF CHARGE - NINTH ISSUER STERLING ACCOUNT
To: Abbey National plc
Abbey Xxxxxxxx Xxxxx
0 Xxxxxx Xxxxxx
Regent's Place
London NW1 3AN
For the attention of: Company Secretary
With a copy to: The Bank of New York, London Branch
00xx Xxxxx
Xxx Xxxxxx Xxxxxx
Xxxxxx X00 0XX
For the attention of: Global Structured Finance - Corporate Trust
Date: [*], 2005
Dear Sirs,
RE: XXXXXX FINANCING (NO. 9) PLC STERLING ACCOUNT NUMBER [*] (SORT CODE [*])
AND REFERENCE XXXXXX FINANCING (NO. 9) PLC (THE NINTH ISSUER STERLING ACCOUNT)
We hereby give you notice that, by a deed of charge dated of even date herewith
and made between, inter alios, ourselves, Abbey National plc and The Bank of
New York, London Branch (the NINTH ISSUER SECURITY TRUSTEE), a copy of which is
enclosed (the NINTH ISSUER DEED OF CHARGE), we:
(a) charged by way of first fixed charge all of our right, title, benefit
and interest present and future in, to and under the Ninth Issuer
Sterling Account and all sums of money standing to the credit thereof and
all interest accruing from time to time thereon; and
(b) assigned all of our right, title, benefit and interest present and
future in, to and under the Ninth Issuer Bank Account Agreement of even
date herewith between ourselves, yourselves, the Ninth Issuer
Non-Sterling Account Bank, the Ninth Issuer Security Trustee and Abbey
National plc in its capacity as Ninth Issuer Cash Manager.
Accordingly, amounts may and shall be withdrawn from the Ninth Issuer Sterling
Account in accordance with the provisions of the Ninth Issuer Cash Management
Agreement only until receipt by you of notice in writing from the Ninth Issuer
Security Trustee in which case you shall thereafter comply with all directions
of the Ninth Issuer Security Trustee.
17
Please note that the foregoing authorisations and instructions may not be
revoked or varied by ourselves without the prior written confirmation of the
Ninth 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 Ninth Issuer Security Trustee at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx,
Xxxxxx X00 0XX for the attention of the Global Structured Finance - Corporate
Trust.
This note of assignment is governed by, and construed in accordance with, the
laws of England.
Yours faithfully,
.................................
for and on behalf of
XXXXXX FINANCING (NO. 9) PLC
18
PART 2
NOTICE OF CHARGE - NINTH ISSUER NON-STERLING ACCOUNT
To: Citibank, N.A.
Citigroup Centre
Canada Square
London E14 5LB
For the attention of: [Xxxxx Xxxxxxxxxx]
With a copy to: The Bank of New York, London Branch
00xx Xxxxx
Xxx Xxxxxx Xxxxxx
Xxxxxx X00 0XX
For the attention of: Global Structured Finance - Corporate Trust
Date: [*], 2005
Dear Sirs,
RE: XXXXXX FINANCING (NO. 9) PLC NON-STERLING ACCOUNT, ACCOUNT NUMBER [*],
(SORT CODE [*]) (ABA [*]) REFERENCE XXXXXX FINANCING (NO.9) PLC, IBAN NO. [*]
(IN RESPECT OF US DOLLARS) AND ACCOUNT NUMBER [*], (SORT CODE [*]) (SWIFT CODE
[*]) REFERENCE XXXXXX FINANCING (NO.9) PLC, IBAN NO. [*] (IN RESPECT OF EUROS)
(THE NINTH ISSUER NON-STERLING ACCOUNTS)
We hereby give you notice that, by a deed of charge dated of even date herewith
and made between, inter alios, ourselves, Abbey National plc and The Bank of
New York, London Branch (the NINTH ISSUER SECURITY TRUSTEE), a copy of which is
enclosed (the NINTH ISSUER DEED OF CHARGE), we:
(a) charged by way of first fixed charge all of our right, title, benefit
and interest present and future in, to and under the above-referenced
Ninth Issuer Non-Sterling Account and all sums of money standing to the
credit thereof and all interest accruing from time to time thereon; and
(b) assigned all of our right, title, benefit and interest present and
future in, to and under the Ninth Issuer Bank Account Agreement of even
date herewith between ourselves, yourselves, the Ninth Issuer Sterling
Account Bank, the Ninth Issuer Security Trustee and Abbey National plc in
its capacity as Ninth Issuer Cash Manager.
Accordingly, amounts may and shall be withdrawn from the above-referenced Ninth
Issuer Non-Sterling Account in accordance with the provisions of the Ninth
Issuer Cash Management Agreement only until receipt by you of notice in writing
from the Ninth Issuer Security Trustee in which case you shall thereafter
comply with all directions of the Ninth Issuer Security Trustee.
Please note that the foregoing authorisations and instructions may not be
revoked or varied by ourselves without the prior written confirmation of the
Ninth Issuer Security Trustee.
19
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 Ninth Issuer Security Trustee at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx,
Xxxxxx X00 0XX for the attention of the Global Structured Finance - Corporate
Trust.
This note of assignment is governed by, and construed in accordance with, the
laws of England.
Yours faithfully,
.........................
for and on behalf of
XXXXXX FINANCING (NO. 9) PLC
20
PART 3
ACKNOWLEDGEMENT - NINTH ISSUER STERLING ACCOUNT
To: Xxxxxx Financing (No. 9) PLC
Abbey Xxxxxxxx Xxxxx
0 Xxxxxx Xxxxxx
Xxxxxx'x Xxxxx
Xxxxxx XX0 0XX
and to: Global Structured Finance - Corporate Trust
The Bank of New York, London Branch
00xx Xxxxx
Xxx Xxxxxx Xxxxxx
Xxxxxx X00 0XX
(the NINTH ISSUER SECURITY TRUSTEE)
Date: [*], 2005
For the attention of the Company Secretary
Dear Sir,
RE: XXXXXX FINANCING (NO.9) PLC STERLING ACCOUNT NUMBER [*] (SORT CODE [*]) AND
REFERENCE XXXXXX FINANCING (NO. 9) PLC
We acknowledge receipt of the letter dated [*], 2005 from yourselves, a copy of
which is attached. Words and expressions defined in that letter have the same
meaning herein.
In consideration of your agreeing to maintain the above account, we now agree
and confirm to the Ninth 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 Ninth Issuer Security Trustee.
This acknowledgement is governed by, and construed in accordance with, the laws
of England.
Yours faithfully,
............................
for and on behalf of
ABBEY NATIONAL PLC
21
PART 4
ACKNOWLEDGEMENT - NINTH ISSUER NON-STERLING ACCOUNT
To: Xxxxxx Financing (No. 9) PLC
Abbey Xxxxxxxx Xxxxx
0 Xxxxxx Xxxxxx
Xxxxxx'x Xxxxx
Xxxxxx XX0 0XX
and to: Global Structured Finance - Corporate Trust
The Bank of New York, London Branch
00xx Xxxxx
Xxx Xxxxxx Xxxxxx
Xxxxxx X00 0XX
(the NINTH ISSUER SECURITY TRUSTEE)
Date: [*], 2005
For the attention of the Company Secretary
Dear Sir,
RE: XXXXXX FINANCING (NO.9) PLC NON-STERLING ACCOUNT, ACCOUNT NUMBER [*], (SORT
CODE [*]) (ABA [*]) REFERENCE XXXXXX FINANCING (NO.9) PLC, IBAN NO. [*] (IN
RESPECT OF US DOLLARS) AND ACCOUNT NUMBER [*], (SORT CODE [*]) (SWIFT CODE [*])
REFERENCE XXXXXX FINANCING (NO.9) PLC, IBAN NO. [*] (IN RESPECT OF EUROS)
We acknowledge receipt of the letter dated [*], 2005 from yourselves, a copy of
which is attached. Words and expressions defined in that letter have the same
meaning herein.
In consideration of your agreeing to maintain the above account, we now agree
and confirm to the Ninth 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 Ninth Issuer Security Trustee.
This acknowledgement is governed by, and construed in accordance with, the laws
of England.
Yours faithfully,
............................
for and on behalf of
CITIBANK, N.A.
22
SIGNATORIES
NINTH ISSUER
SIGNED for and on behalf of )
XXXXXX FINANCING (NO. 9) PLC )
NINTH ISSUER CASH MANAGER AND
NINTH ISSUER STERLING ACCOUNT BANK
SIGNED for and on behalf of )
ABBEY NATIONAL PLC )
NINTH ISSUER SECURITY TRUSTEE
SIGNED for and on behalf of )
THE BANK OF NEW YORK, LONDON BRANCH )
NINTH ISSUER NON-STERLING ACCOUNT BANK
SIGNED for and on behalf of )
CITIBANK, N.A. )
23
