XXXXXXXX LIMITED LIABILITY PARTNERSHIP
CHANCE
CONFORMED COPY
TURQUOISE RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
XXXXXX TRUST COMPANY LIMITED
as Trust Accounts Operator
and
HSBC BANK PLC
as Trust Accounts Bank
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TRUST ACCOUNTS BANK AGREEMENT
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CONFORMED COPY
CONTENTS
CLAUSE PAGE
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1. Definitions........................................................ 2
2. The Accounts....................................................... 4
3. Mandate............................................................ 5
4. Indemnity.......................................................... 5
5. Change of Bank..................................................... 6
6. Further Assurance.................................................. 6
7. Confidentiality.................................................... 7
8. Costs.............................................................. 7
9. Notices............................................................ 7
10. Variation and Benefit.............................................. 8
11. Non-petition....................................................... 8
12. Consideration...................................................... 8
13. Counterparts....................................................... 8
14. Third Party Rights................................................. 8
15. Governing Law and Jurisdiction..................................... 9
SCHEDULE 1 Bank Mandate (Principal Funding Account).................... 10
SCHEDULE 2 Bank Mandate (Reserve Account).............................. 13
SCHEDULE 3 Bank Mandate (Trustee Collection Account)................... 16
SCHEDULE 4 Bank Mandate (Receivables Account).......................... 19
SCHEDULE 5 Bank Mandate (Trustee Investment Account)................... 22
SCHEDULE 6 Bank Mandate (Receivables Trustee Consideration Account).... 25
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THIS AGREEMENT is made on 23 May 2006
BETWEEN:
(1) TURQUOISE RECEIVABLES TRUSTEE LIMITED whose registered office is at 00 Xxx
Xxxxxx, Xx Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxx (the "RECEIVABLES TRUSTEE");
(2) XXXXXX TRUST COMPANY LIMITED, having its registered office at 00 Xxx
Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX (the "TRUST ACCOUNTS OPERATOR"); and
(3) HSBC BANK PLC whose registered office is at 0 Xxxxxx Xxxxxx, Xxxxxx X00
0XX.
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 all Series:
(a) the following accounts all held in the name of the Receivables Trustee
and maintained by the Trust Accounts Bank at 0 Xxxxxx Xxxxxx Xxxxxx
X00 0XX, sort code 40 - 05 - 15:
(i) the accounts designated "Turquoise Receivables Trustee Limited -
Trustee Collection Account" (the "TRUSTEE COLLECTION ACCOUNT")
comprising;
(ii) the account designated "Turquoise Receivables Trustee Limited -
Trustee Investment Account" (the "TRUSTEE INVESTMENT ACCOUNT");
(iii) the account to be designated "Turquoise Receivables Trustee
Limited - Receivables Trustee Consideration Account" (the
"RECEIVABLES TRUSTEE CONSIDERATION ACCOUNT");
(b) the following accounts all held in the name of the Receivables Trustee
and maintained by the Trust Accounts Bank at its branch at XX Xxx 00,
0 Xxxxxxx Xxxxx, Xx Xxxxxx, Xxxxxx, XX0 0XX, sort code 40-25-34:
(iv) the account designated "Turquoise Receivables Trustee Limited -
Reserve Account" (the "RESERVE ACCOUNT");
(v) the account designated "Turquoise Receivables Trustee Limited -
Principal Funding Account" (the "PRINCIPAL FUNDING ACCOUNT");
(vi) the account designated "Turquoise Receivables Trustee Limited -
Reserve Account" (the "RECEIVABLES ACCOUNT" (known as the
"Spread Account" in the Base Prospectus dated 23 May 2006); and
(c) any account at any branch of the Trust Accounts Bank outside the
United Kingdom or a Qualifying Institution which replaces the same
from time to time (and "ACCOUNT" means any of the Accounts);
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"TRUST ACCOUNTS OPERATOR" means Xxxxxx Trust Company Limited, a company
incorporated in Jersey whose registered office is at 00 Xxx Xxxxxx, Xx
Xxxxxx, Xxxxxx, XX0 0XX or such other person as may succeed it as Trust
Accounts Operator from time to time (as notified in writing to the Trust
Accounts Bank by or on behalf of the Receivables Trustee);
"ELECTRONIC MEANS" means transfers by way of the Clearing House Automated
Payment System or such other system(s) as may replace it and/or any means
of electronic messaging such as SWIFT or such other system(s) as may
replace it;
"LEDGER" means in respect of a Series, any of the ledgers and/or
sub-ledgers regarding amounts debited from and credited to the Accounts
relating to such Series;
"MANDATES" means the resolutions, instructions and signature authorities
relating to each of the Accounts in the form set out in the Schedules
hereto delivered or executed and as they may be amended from time to time
by the Receivables Trustee in writing and notified as provided herein;
"MASTER FRAMEWORK AGREEMENT" means the master framework agreement dated on
or about 23 May 2006 between, inter alios, the Receivables Trustee and HSBC
Bank plc as amended and restated from time to time;
"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;
"SERVICER ANNUAL REPORT" means the Servicer Annual Report as defined by
Clause 9.6 of the Receivables Trust Deed and Servicing Agreement dated 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 dated
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 dated
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
"TRUST ACCOUNTS BANK" means HSBC Bank plc or any other bank outside the
United Kingdom at which the Accounts are to be maintained from time to
time.
1.2 The headings in this Agreement shall not affect its interpretation.
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1.3 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.
1.4 Unless otherwise defined in this Agreement or the context requires
otherwise, words and expressions used in this Agreement have the meanings
and constructions ascribed to them in the Master Framework Agreement.
1.5 References to this or any other agreement or document include any amendment
or supplement thereto or variation thereof for the time being having
effect.
1.6 The parties hereto acknowledge that references to:
(a) the Master Framework Agreement; and
(b) the Receivables Trust Deed and Servicing Agreement,
in this Agreement are for definition purposes only and that (other than as
expressly provided herein) the Trust Accounts Bank, in its capacity as the
account operating bank under this Agreement, shall not be deemed to have
notice of their terms.
2. THE ACCOUNTS
2.1 Notwithstanding any terms of the relevant Mandate the Trust Accounts Bank
shall comply with any direction of the Receivables Trustee and/or the Trust
Accounts Operator to debit any Account provided that such direction shall:
(a) be in writing; and
(b) comply with the relevant Mandate.
Notwithstanding the provisions of this Clause 2.1 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 an Account when the Trust Accounts Bank shall have received
cleared funds.
2.2 Notwithstanding any terms of the relevant Mandate, the Receivables Trustee
revocably instructs the Trust Accounts Bank to debit from or credit to the
relevant Account to or from the relevant persons and accounts specified
therein the amounts specified in each Servicer Daily Report and Servicer
Monthly Report received by the Trust Accounts Bank by means of secure
facsimile transmission that includes the signal number authentication code
issued by the Trust Accounts Bank to the Trust Accounts Operator or such
other secure method as agreed by the Receivables Trustee and Trust Accounts
Bank in writing from time to time PROVIDED THAT the Trust Accounts Bank may
also act on any report received by it by means of secure facsimile or
e-mail transmission that includes the signal number authentication code
supplied to the Trust Accounts Operator. The Trust Accounts Bank agrees to
comply with such instructions without any further verification unless it
receives any instructions in writing from the Receivables Trustee to the
contrary one Business Day prior to the time by which it is required to
fulfil such instructions.
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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 an Account when the Trust Accounts Bank shall have received
cleared funds.
2.3 The Trust Accounts Bank agrees that if directed pursuant to Clause 2.1 or
Clause 2.2 to make any payment, and provided such direction is given by the
Receivables Trustee or the Trust Accounts Operator or is received from the
Receivables Trustee in sufficient time to allow the Trust Accounts 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 Trust Accounts Bank later than 3.00 p.m. on any Business Day the
Trust Accounts 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 Trust Accounts Bank (if any) for the operation of the
Accounts shall not be debited to the Accounts but shall be payable by the
Receivables Trustee within 30 days or less of receipt of a written invoice
and charged by the Trust Accounts Bank to the Receivables Trustee on the
same basis and at the same rates as are generally applicable to its
business customers and the Trust Accounts 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 Receivables Trustee in
respect of the said charges.
2.5 The Trust Accounts Bank acknowledges that the Receivables Trustee holds all
the Accounts (or any Ledger in relation to such Accounts) on trust for
beneficiaries under the Receivables Trust Deed and Servicing Agreement.
2.6 The Trust Accounts Bank waives any right it has or may hereafter acquire to
combine, consolidate or merge any Account with any other account of the
Receivables Trustee or any other person or any liabilities of the
Receivables Trustee or any other person to the Trust Accounts Bank and
agrees that it may not set off, transfer, combine or withhold payment of
any sum standing to the credit of the Accounts in or towards or
conditionally upon satisfaction of any liabilities to it of the Receivables
Trustee or any other person.
3. MANDATE
The Receivables Trustee has agreed to deliver each Mandate to the Trust
Accounts Bank and the Trust Accounts Bank will confirm to the Receivables
Trustee:
(a) receipt by it of each relevant Mandate from the Receivables Trustee;
and
(b) that each Mandate is operative and supersedes any previous mandates or
arrangements relating to the relevant Account.
4. INDEMNITY
4.1 The Trust Accounts Bank in making payment from any Account, in accordance
with this Agreement, shall be entitled to act as directed by the
Receivables Trustee or the Trust Accounts Operator 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 Receivables Trustee and/or the
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Trust Accounts Operator in accordance with the relevant Mandate (except
that in the case of transfer or funds by way of electronic means such
certification shall conclusively be deemed to be given on the certification
and authorisation of such transfer by way of the normal procedure for such
transfers) or as set out in the relevant Servicer Daily Report or Servicer
Monthly Report in accordance with Clause 2.2 and the Trust Accounts Bank
shall have no liability for any loss, injury or consequence suffered or
incurred by the Receivables Trustee for any action taken as a consequence
of relying on any such instruction or report except in the case of the
Trust Accounts Bank's wilful default, negligence or unremedied breach of
this Agreement.
4.2 The Receivables Trustee shall indemnify the Trust Accounts Bank against any
loss, cost, damage, charge or expense incurred by the Trust Accounts Bank
in complying with any direction or instruction of the Receivables Trustee
delivered pursuant to and in accordance with this Agreement, save that this
indemnity shall not extend to:-
(a) the charges of the Trust Accounts Bank (if any) for the operation of
any Account; and
(b) any loss, cost, damage, charge or expense arising from any breach by
the Trust Accounts Bank of its obligations under this Agreement.
5. CHANGE OF BANK
5.1 If there is any change in the identity of the Trust Accounts Bank, the
parties hereto or any of them as appropriate shall execute such documents
and take such actions as the new Trust Accounts Bank and the outgoing Trust
Accounts Bank may require for the purpose of vesting in the new Trust
Accounts Bank the rights and obligations of the outgoing Trust Accounts
Bank, and releasing the outgoing Trust Accounts Bank from its future
obligations under this Agreement.
5.2 The Trust Accounts Bank shall give not less than four weeks' notice to the
Receivables Trustee of any termination of the banking arrangements granted
by it pursuant hereto to the Receivables Trustee. In the event of any such
termination the Trust Accounts Bank shall take reasonable steps (for a
period of no longer than three months after such termination) to assist the
Receivables Trustee (and any of its agents) to effect an orderly transition
of the Receivables Trustee's banking arrangements.
5.3 In the event that the Trust Accounts Bank ceases to be a Qualifying
Institution, the Trust Accounts Bank shall immediately give notice of that
fact to the Receivables Trustee and the Trustee of any Related Debt. As
soon as practicable thereafter and in any event within 30 days of such
notice, the Trust Accounts 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
Receivables Trustee.
6. 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.
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7. 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 H.M. Revenue and Customs) 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.
8. COSTS
The Receivables Trustee agrees to pay the reasonable costs (including
reasonable legal costs and expenses) of the Trust Accounts Bank 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
6 (Further Assurance) of this Agreement.
9. NOTICES
Any notices, including directions or copies of advice to the Trust Accounts
Bank or the Receivables Trustee to be given pursuant to this Agreement,
shall be sufficiently served or given if sent by prepaid post or 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 Trust Accounts Bank by post or facsimile
transmission) when actually received, and shall be sent:
(a) in the case of the Receivables Trustee, to it at its registered office
at 00 Xxx Xxxxxx, Xx Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxx for the attention
of the Directors, fax number + 00 (0) 0000 000 000;
(b) in the case of the Trust Accounts Bank, to HSBC Bank plc at 0 Xxxxxx
Xxxxxx, Xxxxxx X00 0XX for the attention of Product Control, fax
number x00 (0) 00 0000 0000; and
(c) in the case of the Trust Accounts Operator, to it at 00 Xxx Xxxxxx, Xx
Xxxxxx, Xxxxxx XX0 0XX for the attention of the Institutional Clients
Team, fax number + 00 (0) 0000 000 000; and
(d) in the case of the Servicer to HSBC Bank plc at 0 Xxxxxx Xxxxxx,
Xxxxxx X00 0XX, 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.
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10. VARIATION AND BENEFIT
No variation of this Agreement shall be effective unless it is duly
executed as a deed and delivered by (or by some person duly authorised by)
each of the parties.
11. NON-PETITION
The Trust Accounts Bank undertakes to the Receivables Trustee that:
(a) it will not take any corporate action or other steps or legal
proceedings for the winding up, dissolution or re-organisation or for
the appointment of a receiver, administrator, administrative receiver,
trustee, liquidator, sequestrator or similar officer of the
Receivables Trustee or any successor receivables trustee or the
Receivables Trust or of any or all of the revenues and assets of any
of them nor participate in any ex parte proceedings nor seek to
enforce any judgment against any of such persons;
(b) the obligations of the Receivables Trustee 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 value of the Trust Property at
such time. The Trust Accounts Bank shall not have a right to have
recourse to, or make demand or initiate proceedings against the
Receivables Trustee at any time whilst the nominal amount exceeds the
available amount. The Receivables Trustee 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 11; and
(c) it shall have no recourse, in respect of any obligation, covenant or
agreement of the Receivables Trustee, against any shareholder,
officer, agent or director of the Receivables Trustee.
12. CONSIDERATION
The Trust Accounts Bank acknowledges that it enters into this Agreement in
consideration of the Receivables Trustee having opened the Accounts, and
that such opening of the Accounts constitutes good consideration with
respect to this Agreement.
13. 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.
14. THIRD PARTY RIGHTS
Without prejudice to the rights of any such shareholder, officer, agent or
director as referred to in clause 11(c) to enforce the provisions of clause
11(c), 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.
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15. GOVERNING LAW AND JURISDICTION
15.1 This Agreement shall be governed by, and construed in accordance with, the
laws of England.
15.2 Each of the parties hereto 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.
15.3 Each party hereto 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.
15.4 Each party hereto irrevocably appoints the person specified against its
name on the execution pages hereto below to accept service of any 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 and delivered in Jersey as a
deed by or on behalf of the parties the day and year first above written.
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SCHEDULE 1
BANK MANDATE
(PRINCIPAL FUNDING ACCOUNT)
At a duly constituted meeting of the Board of Directors of Turquoise Receivables
Trustee Limited (the "COMPANY") held at the registered office of the Company 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 "Turquoise Receivables Trustee Limited -
Principal Funding Account" (the "PRINCIPAL FUNDING ACCOUNT") held with HSBC
Bank plc (the "TRUST ACCOUNTS BANK") at XX Xxx 00, 0 Xxxxxxx Xxxxx, Xx
Xxxxxx, Xxxxxx, XX0 0XX be and is hereby approved and ratified and that the
Principal Funding Account be used as an account for the benefit of the
Company.
2. Terms defined in the Trust Accounts Bank Agreement entered into on or about
23 May 2006 between the Company and the Trust Accounts Bank (the "TRUST
ACCOUNTS BANK AGREEMENT") have the same meanings herein, unless otherwise
defined herein or as the context otherwise requires.
3. In relation to the Principal Funding Account, the Trust Accounts 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 Principal Funding Account opened pursuant to the Trust
Accounts 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 Trust Accounts Bank by
means of secure facsimile or e-mail transmission that includes the signal
number authentication code supplied to the Receivables Trustee.
4. The Trust Accounts Bank be supplied with the list of names of Directors,
the Secretary and other officers of the Company and the Trust Accounts 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.
5. Notwithstanding Resolution 3 above, the Company accepts the advice
contained in any copy of the Servicer Daily Report and Servicer Monthly
Report provided to the Company, and that the Trust Accounts Bank be
instructed to act on any copy of such advice to the Company received by the
Trust Accounts Bank by means of secure facsimile or e-mail transmission
that includes the signal number authentication code supplied to the Trust
Accounts Operator as constituting an instruction from the Company to the
Trust Accounts Bank with respect to the debiting and crediting of monies
from and to the Principal Funding Account provided that the Trust Accounts
Bank may also act on any report received by it by means of secure facsimile
or e-mail transmission that includes the signal number authentication code
supplied to the Trust Accounts Operator
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unless otherwise notified in writing by the Company. The Trust Accounts
Bank shall be instructed to comply with any such instruction without any
further verification unless it receives any instructions in writing from
the Receivables Trustee to the contrary one Business Day prior to the time
by which it is required to fulfil such instruction.
6. These Resolutions be communicated to the Trust Accounts Bank and remain in
force until an amending Resolution shall be passed by the Board of
Directors of the Company and a copy thereof, certified by any one of the
Directors or the Secretary, shall be received by the Trust Accounts 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
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SCHEDULE 2
BANK MANDATE
(RESERVE ACCOUNT)
At a duly constituted meeting of the Board of Directors of Turquoise Receivables
Trustee Limited (the "COMPANY") held at the registered office of the Company 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 "Turquoise Receivables Trustee Limited - Reserve
Account" (the "RESERVE ACCOUNT") held with HSBC Bank plc (the "TRUST
ACCOUNTS BANK") at XX Xxx 00, 0 Xxxxxxx Xxxxx, Xx Xxxxxx, Xxxxxx, XX0 0XX
be and is hereby approved and ratified and that the Reserve Account be used
as an account for the benefit of the Company.
2. Terms defined in the Trust Accounts Bank Agreement entered into on or about
23 May 2006 between the Company and the Trust Accounts Bank (the "TRUST
ACCOUNTS BANK AGREEMENT") have the same meanings herein, unless otherwise
defined herein or as the context otherwise requires.
3. In relation to the Reserve Account, the Trust Accounts 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 Reserve Account opened pursuant to the Trust Accounts 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 Trust Accounts Bank by means of secure facsimile
transmission that includes the signal number authentication code supplied
to the Receivables Trustee.
4. The Trust Accounts Bank be supplied with the list of names of Directors,
the Secretary and other officers of the Company and the Trust Accounts 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.
5. Notwithstanding Resolution 3 above, the Company accepts the advice
contained in any copy of the Servicer Daily Report or the Servicer Monthly
Report provided to the Company, and that the Trust Accounts Bank be
instructed to act on any copy of such advice to the Company received by the
Trust Accounts Bank by means of secure facsimile or e-mail transmission
that includes the signal number authentication code supplied to the Trust
Accounts Operator as constituting an instruction from the Company to the
Trust Accounts Bank with respect to the debiting and crediting of monies
from and to the Reserve Account provided that the Trust Accounts Bank may
also act on any report received by it by means of secure facsimile or
e-mail transmission that includes the signal number authentication code
supplied to the Trust Accounts Operator unless otherwise notified in
writing by the Company. The Trust Accounts Bank shall be
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instructed to comply with any such instruction without any further
verification unless it receives any instructions in writing from the
Receivables Trustee to the contrary one Business Day prior to the time by
which it is required to fulfil such instruction.
6. These Resolutions be communicated to the Trust Accounts Bank and remain in
force until an amending Resolution shall be passed by the Board of
Directors of the Company thereof and a copy thereof, certified by any one
of the Directors or the Secretary, shall be received by the Trust Accounts
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
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SCHEDULE 3
BANK MANDATE
(TRUSTEE COLLECTION ACCOUNT)
At a duly constituted meeting of the Board of Directors of Turquoise Receivables
Trustee Limited (the "COMPANY") held at the registered office of the Company on
23 May 2006
IT WAS RESOLVED that:
1. The opening of the account number 00000000 sort code 40-05-15 in the name
of the Company designated "Turquoise Receivables Trustee Limited - Trustee
Collection Account" (the "TRUSTEE COLLECTION ACCOUNT") held with HSBC Bank
plc (the "TRUST ACCOUNTS BANK") at 0 Xxxxxx Xxxxxx, Xxxxxx X00 0XX be and
is hereby approved and ratified and that the Trustee Collection Account be
used as an account for the benefit of the Company.
2. Terms defined in the Trust Accounts Bank Agreement entered into on or about
23 May 2006 between the Company, and the Trust Accounts Bank (the "TRUST
ACCOUNTS BANK AGREEMENT") have the same meanings herein, unless otherwise
defined herein or as the context otherwise requires.
3. In relation to the Trustee Collection Account, the Trust Accounts 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 Trustee Collection Account opened pursuant to the Trust
Accounts 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 Trust Accounts Bank by
means of secure facsimile or e-mail transmission that includes the signal
number authentication code supplied to the Receivables Trustee.
4. The Trust Accounts Bank be supplied with the list of names of Directors,
the Secretary and other officers of the Company and the Trust Accounts 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.
5. Notwithstanding Resolution 3 above, the Company accepts the advice
contained in any copy of the Servicer Daily Report or the Servicer Monthly
Report provided to the Company, and that the Trust Accounts Bank be
instructed to act on any copy of such advice to the Company received by the
Trust Accounts Bank by means of secure facsimile or e-mail transmission
that includes the signal number authentication code supplied to the Trust
Accounts Operator as constituting an instruction from the Company to the
Trust Accounts Bank with respect to the debiting and crediting of monies
from and to the Trustee Collection Account provided that the Trust Accounts
Bank may also act on any report received by it by means of secure facsimile
or e-mail transmission that includes the signal number authentication code
supplied to the Trust Accounts Operator
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unless otherwise notified in writing by the Company. The Trust Accounts
Bank shall be instructed to comply with any such instruction without any
further verification unless it receives any instructions in writing from
the Receivables Trustee to the contrary one Business Day prior to the time
by which it is required to fulfil such instruction.
6. These Resolutions be communicated to the Trust Accounts Bank and remain in
force until an amending Resolution shall be passed by the Board of
Directors of the Company and a copy thereof, certified by any one of the
Directors or the Secretary, shall be received by the Trust Accounts Bank.
I hereby certify the above to be a true extract from the Minutes of the said
Meeting.
-------------------------------------
Director
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CONFORMED COPY
SCHEDULE
LIST OF SIGNATORIES
NAMES SPECIMEN SIGNATURE
[o]
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CONFORMED COPY
SCHEDULE 4
BANK MANDATE
(RECEIVABLES ACCOUNT)
At a duly constituted meeting of the Board of Directors of Turquoise Receivables
Trustee Limited (the "COMPANY") held at the registered office of the Company 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 "Turquoise Receivables Trustee Limited -
Receivables Account" (the "RECEIVABLES ACCOUNT") held with HSBC Bank plc
(the "TRUST ACCOUNTS BANK") at XX Xxx 00, 0 Xxxxxxx Xxxxx, Xx Xxxxxx,
Xxxxxx, XX0 0XX be and is hereby approved and ratified and that the
Receivables Account be used as an account for the benefit of the Company.
2. Terms defined in the Trust Accounts Bank Agreement entered into on or about
23 May 2006 between the Company and the Trust Accounts Bank (the "TRUST
ACCOUNTS BANK AGREEMENT") have the same meanings herein, unless otherwise
defined herein or as the context otherwise requires.
3. In relation to the Receivables Account, the Trust Accounts 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 Receivables Account opened pursuant to the Trust Accounts 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 Trust Accounts Bank by means of
secure facsimile or e-mail transmission that includes the signal number
authentication code supplied to the Receivables Trustee.
4. The Trust Accounts Bank be supplied with the list of names of Directors,
the Secretary and other officers of the Company and the Trust Accounts 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.
5. Notwithstanding Resolution 3 above, the Company accepts the advice
contained in any copy of the Servicer Daily Report or the Servicer Monthly
Report to the Company, and that the Trust Accounts Bank be instructed to
act on any copy of such advice to the Company received by the Trust
Accounts Bank by means of secure facsimile or e-mail transmission that
includes the signal number authentication code supplied to the Trust
Accounts Operator as constituting an instruction from the Company to the
Trust Accounts Bank with respect to the debiting and crediting of monies
from and to the Receivables Account provided that the Trust Accounts Bank
may also act on any report received by it by means of secure facsimile or
e-mail transmission that includes the signal number authentication code
supplied to the Trust Accounts Operator unless
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otherwise notified in writing by the Company. The Trust Accounts Bank shall
be instructed to comply with any such instruction without any further
verification unless it receives any instructions in writing from the
Receivables Trustee to the contrary one Business Day prior to the time by
which it is required to fulfil such instruction.
6. These Resolutions be communicated to the Trust Accounts Bank and remain in
force until an amending Resolution shall be passed by the Board of
Directors of the Company and a copy thereof, certified by any one of the
Directors or the Secretary, shall be received by the Trust Accounts Bank.
I hereby certify the above to be a true extract from the Minutes of the said
Meeting.
-------------------------------------
Director
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CONFORMED COPY
SCHEDULE
LIST OF SIGNATORIES
NAMES SPECIMEN SIGNATURE
[o]
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CONFORMED COPY
SCHEDULE 5
BANK MANDATE
(TRUSTEE INVESTMENT ACCOUNT)
At a duly constituted meeting of the Board of Directors of Turquoise Receivables
Trustee Limited (the "COMPANY") held at the registered office of the Company on
23 May 2006
IT WAS RESOLVED that:
1. The opening of the account number 00000000 sort code 40-05-15 in the name
of the Company designated "Turquoise Receivables Trustee Limited - Trustee
Investment Account" (the "TRUSTEE INVESTMENT ACCOUNT") held with HSBC Bank
plc (the "TRUST ACCOUNTS BANK") at 0 Xxxxxx Xxxxxx, Xxxxxx X00 0XX and is
hereby approved and ratified and that the Trustee Investment Account be
used as an account for the benefit of the Company.
2. Terms defined in the Trust Accounts Bank Agreement entered into on or about
23 May 2006 between the Company and the Trust Accounts Bank (the "TRUST
ACCOUNTS BANK AGREEMENT") have the same meanings herein, unless otherwise
defined herein or as the context otherwise requires.
3. In relation to the Trustee Investment Account, the Trust Accounts 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 Trustee Investment Account opened pursuant to the Trust
Accounts 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 Trust Accounts Bank by
means of secure facsimile or e-mail transmission that includes the signal
number authentication code supplied to the Receivables Trustee.
4. The Trust Accounts Bank be supplied with the list of names of Directors,
the Secretary and other officers of the Company and the Trust Accounts 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.
5. Notwithstanding Resolution 3 above, the Company accepts the advice
contained in any copy of the Servicer Daily Report or the Servicer Monthly
Report to the Company, and that the Trust Accounts Bank be instructed to
act on any copy of such advice to the Company received by the Trust
Accounts Bank by means of secure facsimile or e-mail transmission that
includes the signal number authentication code supplied to the Trust
Accounts Operator as constituting an instruction from the Company to the
Trust Accounts Bank with respect to the debiting and crediting of monies
from and to the Trustee Investment Account provided that the Trust Accounts
Bank may also act on any report received by it by means of secure facsimile
or e-mail transmission that includes the signal number authentication code
supplied to the Trust Accounts Operator unless
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otherwise notified in writing by the Company. The Trust Accounts Bank shall
be instructed to comply with any such instruction without any further
verification unless it receives any instructions in writing from the
Receivables Trustee to the contrary one Business Day prior to the time by
which it is required to fulfil such instruction.
6. These Resolutions be communicated to the Trust Accounts Bank and remain in
force until an amending Resolution shall be passed by the Board of
Directors of the Company and a copy thereof, certified by any one of the
Directors or the Secretary, shall be received by the Trust Accounts Bank.
I hereby certify the above to be a true extract from the Minutes of the said
Meeting.
-------------------------------------
Director
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CONFORMED COPY
SCHEDULE
LIST OF SIGNATORIES
NAMES SPECIMEN SIGNATURE
[o]
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CONFORMED COPY
SCHEDULE 6
BANK MANDATE
(RECEIVABLES TRUSTEE CONSIDERATION ACCOUNT)
At a duly constituted meeting of the Board of Directors of Turquoise Receivables
Trustee Limited (the "COMPANY") held at the registered office of the Company on
23 May 2006
IT WAS RESOLVED that:
1. The opening of an account in the name of the Company designated "Turquoise
Receivables Trustee Limited - Receivables Trustee Consideration Account"
(the " RECEIVABLES TRUSTEE CONSIDERATION ACCOUNT") held with HSBC Bank plc
(the "TRUST ACCOUNTS BANK") at 0 Xxxxxx Xxxxxx, Xxxxxx X00 0XX and is
hereby approved and ratified and that the Receivables Trustee Consideration
Account be used as an account for the benefit of the Company.
2. Terms defined in the Trust Accounts Bank Agreement entered into on or about
23 May 2006 between the Company and the Trust Accounts Bank (the "TRUST
ACCOUNTS BANK AGREEMENT") have the same meanings herein, unless otherwise
defined herein or as the context otherwise requires.
3. In relation to the Receivables Trustee Consideration Account, the Trust
Accounts 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 Receivables Trustee Consideration Account opened
pursuant to the Trust Accounts 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
Trust Accounts Bank by means of secure facsimile or e-mail transmission
that includes the signal number authentication code supplied to the
Receivables Trustee.
4. The Trust Accounts Bank be supplied with the list of names of Directors,
the Secretary and other officers of the Company and the Trust Accounts 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.
5. Notwithstanding Resolution 3 above, the Company accepts the advice
contained in any copy of the Servicer Daily Report or the Servicer Monthly
Report to the Company, and that the Trust Accounts Bank be instructed to
act on any copy of such advice to the Company received by the Trust
Accounts Bank by means of secure facsimile or e-mail transmission that
includes the signal number authentication code supplied to the Trust
Accounts Operator as constituting an instruction from the Company to the
Trust Accounts Bank with respect to the debiting and crediting of monies
from and to the Receivables Trustee Consideration Account provided that the
Trust Accounts Bank may also act on any report received by it by means of
secure facsimile or e-mail transmission
-25-
CONFORMED COPY
that includes the signal number authentication code supplied to the Trust
Accounts Operator unless otherwise notified in writing by the Company. The
Trust Accounts Bank shall be instructed to comply with any such instruction
without any further verification unless it receives any instructions in
writing from the Receivables Trustee to the contrary one Business Day prior
to the time by which it is required to fulfil such instruction.
6. These Resolutions be communicated to the Trust Accounts Bank and remain in
force until an amending Resolution shall be passed by the Board of
Directors of the Company and a copy thereof, certified by any one of the
Directors or the Secretary, shall be received by the Trust Accounts Bank.
I hereby certify the above to be a true extract from the Minutes of the said
Meeting.
-------------------------------------
Director
-26-
CONFORMED COPY
SCHEDULE
LIST OF SIGNATORIES
NAMES SPECIMEN SIGNATURE
[o]
-27-
CONFORMED COPY
EXECUTION PAGE
RECEIVABLES TRUSTEE
EXECUTED by
TURQUOISE RECEIVABLES TRUSTEE LIMITED
By: S.M. HOLLYWOOD
---------------------------------
Director
PROCESS AGENT:
Xxxxxxxx Chance Secretaries Limited
00 Xxxxx Xxxx Xxxxxx
Xxxxxx X00 0XX
THE TRUST ACCOUNTS OPERATOR
EXECUTED by
XXXXXX TRUST COMPANY LIMITED
By: S.M. HOLLYWOOD
---------------------------------
DIRECTOR
PROCESS AGENT:
Xxxxxxxx Chance Secretaries Limited
00 Xxxxx Xxxx Xxxxxx
Xxxxxx X00 0XX
TRUST ACCOUNTS BANK
EXECUTED by
HSBC BANK PLC
By: XXXXXXX XXXXXXXX
---------------------------------
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