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Exhibit 4.13
EXECUTION COPY
MASTER ISSUER BANK
ACCOUNT AGREEMENT
17
OCTOBER 2006
PERMANENT
MASTER ISSUER PLC
(as Master
Issuer)
and
HALIFAX
PLC
(as Master Issuer
Cash Manager)
and
THE GOVERNOR AND COMPANY
OF THE BANK OF SCOTLAND
(as Master Issuer
Account Bank)
and
THE BANK OF
NEW YORK
(as Master Issuer
Security Trustee)
and
HBOS TREASURY
SERVICES PLC
ALLEN
& OVERY
ALLEN
& OVERY LLP
<PAGE>
CONTENTS
CLAUSE
PAGE
1. Definitions and
Interpretation..........................................1
2. The Master Issuer Transaction
Account...................................1
3. Additional Master Issuer
Accounts.......................................2
4.
Payments................................................................3
5. Mandates and
Statements.................................................4
6. Acknowledgement by the Master
Issuer Account Bank.......................4
7. Certification, Indemnity and
Acceleration Notice........................6
8. Change of Master Issuer Security
Trustee or Master Issuer Account Bank..7
9.
Termination.............................................................7
10. Further
Assurance......................................................10
11.
Confidentiality........................................................10
12.
Costs..................................................................11
13.
Notices................................................................11
14.
Interest...............................................................12
15. Withholding............................................................12
16. Tax
Status.............................................................12
17. Entire
Agreement.......................................................13
18. Variation and Waiver...................................................13
19.
Assignment.............................................................13
20. The Master Issuer Security
Trustee.....................................13
21. Exclusion of Third Party
Rights........................................14
22.
Counterparts...........................................................14
23. Governing
Law..........................................................14
24. Submission to
Jurisdiction.............................................14
SCHEDULES
1. Form of Master Issuer Transaction
Account Mandate......................15
2. Form of Notice of Assignment and
Acknowledgement of Assignment.........16
Part 1 Notice of Assignment - Master Issuer
Accounts................16
Part 2 Acknowledgement - Master Issuer
Accounts.....................18
Signatories..................................................................19
<PAGE>
THIS MASTER ISSUER BANK ACCOUNT AGREEMENT is made on 17 October 2006
BETWEEN:
(1) PERMANENT MASTER ISSUER PLC
(registered number 5922774), a public limited
company incorporated under the laws
of England and Wales, whose
registered office is at 35 Great
St. Helen's, London EC3A 6AP (the MASTER
ISSUER);
(2) THE GOVERNOR AND COMPANY OF THE
BANK OF SCOTLAND, a company established
by an Act of Parliament of Scotland
in 1695 and acting through its
offices at 116 Wellington Street,
Leeds, LS1 4LT (in its capacity as
MASTER ISSUER ACCOUNT BANK);
(3) HALIFAX PLC (registered number
02367076), a public limited company
incorporated under the laws of
England and Wales whose registered office
is at Trinity Road, Halifax, West
Yorkshire HX1 2RG (in its capacity as
MASTER ISSUER CASH MANAGER);
(4) THE BANK OF NEW YORK, a New York
banking corporation, acting through its
offices at 48th Floor, One Canada
Square, London E14 5AL (in its capacity
as MASTER ISSUER SECURITY TRUSTEE);
and
(5) HBOS TREASURY SERVICES PLC, (registered
number 02692890) a public limited
company incorporated under the laws
of England and Wales whose registered
office is at 33 Old Broad Street,
London EC2N 1HZ.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
The amended and restated master
definitions and construction schedule
signed by, amongst others, the
parties to this Agreement and dated 17
October 2006 (as the same may be
amended, varied or supplemented from
time to time with the consent of
the parties to this Agreement) (the
MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) and the master issuer
master definitions and construction
schedule signed for the purposes of
identification by Allen & Overy
LLP and Sidley Austin on 17 October 2006
(as the same may be amended, varied
or supplemented from time to time
with the consent of the parties to
this Agreement) (the MASTER ISSUER
MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) are expressly and
specifically incorporated into this
Agreement and, accordingly, the
expressions defined in the Master
Definitions and Construction Schedule
and the Master Issuer Master
Definitions and Construction Schedule shall,
except where the context otherwise
requires and save where otherwise
defined herein, have the same
meanings in this Agreement, and this
Agreement shall be construed in
accordance with the interpretation
provisions set out in clause 2 of
the Master Definitions and Construction
Schedule and in Clause 2 of the
Master Issuer Master Definitions and
Construction Schedule.
2. THE MASTER ISSUER TRANSACTION
ACCOUNT
2.1 INSTRUCTIONS FROM MASTER ISSUER
CASH MANAGER TO MASTER ISSUER ACCOUNT
BANK
Subject to Clause 7.3, the Master
Issuer Account Bank shall comply with
any direction of the Master Issuer
Cash Manager to effect a payment by
debiting the Master Issuer
Transaction Account if such direction (a) is
in writing, is given by telephone and
confirmed in writing not later than
close of business on the day on
which such direction is given or is given
by the internet banking service
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provided by the Master Issuer
Account Bank or otherwise (b) complies with
the Master Issuer Transaction
Account Mandate.
2.2 TIMING OF PAYMENT
The Master Issuer Account Bank
agrees that if directed pursuant to Clause
2.1 to make any payment, then,
subject to Clauses 2.4 and 7.3 below, it
will do so prior to close of
business on the London Business Day on which
such direction is received and for
value that day, provided that, if any
direction is received later than
2:30 p.m. (London time) or, in the case
of a payment to another account with the
Master Issuer Account Bank at
the same branch, 4.00 p.m. (London
time) on any London Business Day, the
Master Issuer Account Bank shall
make such payment at the commencement of
business on the following London
Business Day for value that day.
2.3 MASTER ISSUER TRANSACTION ACCOUNT
CHARGES
The charges of the Master Issuer
Account Bank for the operation of the
Master Issuer Transaction Account
shall be debited to the Master Issuer
Transaction Account only on the first day of
each month (or, if such day
is not a London Business Day, the
next succeeding London Business Day) in
accordance with the order of
priority set out in the Master Issuer Cash
Management Agreement, or, following
the service of a Note Acceleration
Notice (that is not withdrawn), the
Master Issuer Deed of Charge, and the
Master Issuer by its execution
hereof irrevocably agrees that this shall
be done. The charges shall be
payable at the same rates as are generally
applicable to the business
customers of the Master Issuer Account Bank.
2.4 NO OVERDRAWN BALANCE
Notwithstanding the provisions of
Clause 2.1, amounts shall only be
withdrawn from the Master Issuer
Transaction Account to the extent that
such withdrawal does not cause the
Master Issuer Transaction Account to
become overdrawn.
3. ADDITIONAL MASTER ISSUER ACCOUNTS
3.1 TERMINATION OF MASTER ISSUER SWAPS
If any or all of the Master Issuer
Swap Agreements terminate and the
Master Issuer is unable to enter
into replacement hedging arrangements,
the Master Issuer shall instruct
the Master Issuer Cash Manager to open,
as necessary, the relevant
Additional Master Issuer Account at the Master
Issuer Account Bank. The Master
Issuer shall deliver a mandate to the
Master Issuer Account Bank relating
to such Additional Master Issuer
Account in accordance with this
Agreement and the Master Issuer Deed of
Charge.
3.2 OPERATION OF ADDITIONAL MASTER
ISSUER ACCOUNTS
In the event that an Additional
Master Issuer Account is created pursuant
to Clause 3.1, the relevant account
shall be operated in accordance with
the following provisions:
(a) subject to Clause 7.3, the Master Issuer
Account Bank shall comply
with any direction of the
Master Issuer Cash Manager to effect a
payment by debiting the
relevant Additional Master Issuer Account
if such direction (i) is in
writing or is given by the internet
banking service provided by
the Master Issuer Account Bank or
otherwise (ii) complies with
the mandates of such Additional
Master Issuer Account;
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<PAGE>
(b) the Master Issuer Account Bank shall be
entitled to rely on any
direction given by telephone
which, in its opinion (acting
reasonably and in good
faith), purports to be given by any
Authorised Signatory
referred to in the mandates of the relevant
Additional Master Issuer
Account, from time to time and in respect
of which the person giving
the direction quotes a code reference
notified in writing by the
Master Issuer Cash Manager from time to
time to the Master Issuer
Account Bank and no delay in giving (or
the absence of giving) the
written confirmation of any such
direction shall affect the
validity of, or time of giving, the
relevant telephone
direction;
(c) the Master Issuer Account Bank agrees that
if directed pursuant to
Clause 3.2(a) to make any
payment then, subject to Clauses 3.2(e)
and 7.3 below, it will do so
prior to close of business on the
London Business Day on which
such direction is received and for
value that day, provided
that, if any direction is received later
than 2.30 p.m. (London time)
or, in the case of a payment to
another account with the
Master Issuer Account Bank at the same
branch, 4.00 p.m. (London
time) on any London Business Day, the
Master Issuer Account Bank
shall make such payment at the
commencement of business on
the following London Business Day for
value that day;
(d) the charges of the Master Issuer Account
Bank for the operation of
the Additional Master Issuer
Accounts (if established) shall be
debited to the relevant
Additional Master Issuer Account on each
Interest Payment Date in
accordance with the order of priority set
out in the Master Issuer
Cash Management Agreement or following
enforcement of the Master Issuer
Security, the Master Issuer Deed
of Charge, and the Master
Issuer by its execution hereof
irrevocably agrees that this
shall be done. The charges shall be
payable at the same rates as
are generally applicable to the
business customers of the
Master Issuer Account Bank; and
(e) notwithstanding the provisions of Clause
3.2(a), and subject to
the Master Issuer Deed of
Charge, amounts shall only be withdrawn
from an Additional Master
Issuer Account to the extent that such
withdrawals do not cause
that Additional Master Issuer Account to
become overdrawn.
3.3 MASTER ISSUER SWAP COLLATERAL
ACCOUNT
In the event that any collateral is
posted by a Master Issuer Currency
Swap Provider pursuant to a Master
Issuer Currency Swap Agreement, the
Master Issuer shall instruct the
Master Issuer Cash Manager to open a
bank account (which, for the avoidance
of doubt, shall include any Master
Issuer Swap Collateral Securities
Account) with HBOS Treasury Services
plc for the purposes of holding
such collateral (any such account, a
MASTER ISSUER SWAP COLLATERAL
ACCOUNT). A Master Issuer Swap Collateral
Account shall be opened in respect
of each Master Issuer Currency Swap
Provider that is required to post
collateral pursuant to a Master Issuer
Currency Swap Agreement. In the
event that any such Master Issuer
Currency Swap Account is opened
with HBOS Treasury Services plc, the
parties to this Agreement, not
including the Master Issuer Account Bank,
will enter into an agreement on
substantially the same terms as this
Agreement (with such amendments as
shall be deemed necessary) in respect
of such Master Issuer Swap
Collateral Account.
4. PAYMENTS
4.1 INSTRUCTIONS FROM THE MASTER ISSUER
CASH MANAGER
(a) The Master Issuer Cash Manager
shall, before the date upon which any
payment is due to be made from a
Master Issuer Account (including the
payments due to be made on each
Interest Payment Date), submit to the
Master Issuer Account Bank
irrevocable written instructions, or
instructions by way
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<PAGE>
of the internet banking service
provided by the Master Issuer Account
Bank, as to the payments to be made
out of the relevant Master Issuer
Account on such date.
(b) The Master Issuer Account Bank
shall comply with the instructions
described in Clause 4.1(a) and
shall effect the payments specified in
such instructions not later than
the time specified for payment therein
(provided that the Master Issuer
Account Bank shall not have any
liability to any person if it fails to effect
timely payment by reason of
strike, computer failure, power cut
or other matters beyond its control)
on the relevant date if the
instructions comply with the relevant Master
Issuer Account Mandate.
5. MANDATES AND STATEMENTS
5.1 SIGNING AND DELIVERY OF MANDATES
The Master Issuer has delivered to
the Master Issuer Account Bank prior
to the Programme Date the Master
Issuer Transaction Account Mandate in or
substantially in the form set out
in Schedule 1 hereto duly executed and
relating to the Master Issuer
Transaction Account, and the Master Issuer
Account Bank hereby confirms to the
Master Issuer Security Trustee that
the Master Issuer Transaction Account
Mandate has been provided to it,
that the Master Issuer Transaction
Account is open and that the Master
Issuer Transaction Account Mandate
is operative. The Master Issuer agrees
that, if an Additional Master
Issuer Account is opened pursuant to Clause
3.1 or a Master Issuer Swap
Collateral Account is opened pursuant to
Clause 3.3, it will deliver to the
Master Issuer Account Bank a duly
executed mandate relating to such
Additional Master Issuer Account or, as
the case may be, Master Issuer Swap
Collateral Account. The Master Issuer
Account Bank acknowledges that the
Master Issuer Transaction Account
Mandate and any other mandates
delivered from time to time pursuant
hereto shall be subject to the
terms of the Master Issuer Deed of Charge
and this Agreement.
5.2 AMENDMENT OR REVOCATION
The Master Issuer Account Bank
agrees that it shall notify the Master
Issuer Security Trustee as soon as
is reasonably practicable and in
accordance with Clause 13 if it receives any
amendment to or revocation
of any Master Issuer Account
Mandate that it holds (other than a change
of Authorised Signatory) and shall
require the prior written consent of
the Master Issuer Security Trustee
to any such amendment or revocation
(other than a change of Authorised
Signatory), but, unless a Master
Issuer Account Mandate is revoked,
the Master Issuer Account Bank may
continue to comply with that
amended Master Issuer Account Mandate (as it
may from time to time be amended in
accordance with the provisions of
this Clause 5.2) unless it receives
notice in writing from the Master
Issuer Security Trustee to the
effect that a Note Acceleration Notice has
been served or that the appointment
of Halifax plc as Master Issuer Cash
Manager under the Master Issuer
Cash Management Agreement has been
terminated and shall, thereafter,
act solely on the instructions of the
Master Issuer Security Trustee and
in accordance with the terms thereof
as provided in Clause 7.3 of this
Agreement.
6. ACKNOWLEDGEMENT BY THE MASTER
ISSUER ACCOUNT BANK
6.1 RESTRICTION ON MASTER ISSUER
ACCOUNT BANK'S RIGHTS
Notwithstanding anything to the
contrary in any Master Issuer Account
Mandate, the Master Issuer Account
Bank hereby:
(a) waives any right it has or may hereafter
acquire to combine,
consolidate or merge any
Master Issuer Account with any other
account of the Master Issuer Cash Manager,
the
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<PAGE>
Master Issuer, the Mortgages
Trustee, Funding 2, the Seller, the
Master Issuer Security
Trustee or any other person or any
liabilities of the Master Issuer Cash
Manager, the Master Issuer,
the Mortgages Trustee,
Funding 2, the Seller, the Master Issuer
Security Trustee or any
other person owing to it;
(b) agrees that it may not exercise any lien
or, to the extent
permitted by law, any
set-off or transfer any sum standing to the
credit of or to be credited
to any Master Issuer Account in or
towards satisfaction of any
liabilities of the Master Issuer Cash
Manager, the Master Issuer,
the Mortgages Trustee, Funding 2, the
Seller, the Master Issuer
Security Trustee or any other person
owing to it;
(c) in addition to and without prejudice to its
rights and obligations
as a Master Issuer Secured
Creditor, agrees that it will not take,
and shall not take, any
steps whatsoever to recover any amount due
or owing to it pursuant to
this Agreement or any other debts
whatsoever owing to it by the Master
Issuer, or procure the
winding-up or liquidation of
the Master Issuer or the making of an
administration order in
relation to the Master Issuer or the
filing of documents with the
court in relation to the Master
Issuer or the service of a
notice of intention to appoint an
administrator in relation to
the Master Issuer in respect of any
of the liabilities of the
Master Issuer whatsoever other than to
the extent expressly
permitted under the Master Issuer Deed of
Charge;
(d) agrees that it shall have recourse only to
sums paid to or
received by (or on behalf
of) the Master Issuer pursuant to the
Transaction Documents,
subject always to and in accordance with
the order of priority set
out in the Master Issuer Cash Management
Agreement or, as applicable,
the Master Issuer Deed of Charge;
(e) agrees that it will notify, in accordance
with Clause 13, the
Master Issuer Cash Manager,
the Master Issuer and the Master
Issuer Security Trustee if
compliance with any instruction would
cause any Master Issuer
Account to have a negative balance, such
notification to be given on
the same London Business Day that it
determines that compliance
with such instruction would cause any
such account to have a
negative balance; and
(f) acknowledges that the Master Issuer has,
pursuant to the Master
Issuer Deed of Charge, inter
alia, assigned by way of security all
its rights, title, interest
and benefit, present and future, in
and to all sums from time to
time standing to the credit of the
Master Issuer Accounts and
all of its rights under this Agreement
to the Master Issuer
Security Trustee.
6.2 NOTICE OF ASSIGNMENT AND
ACKNOWLEDGEMENT
The Master Issuer Account Bank
agrees that promptly upon receipt of a
notice of assignment signed by the
Master Issuer in (or substantially in)
the form of notice set out in Part
1 of Schedule 2 hereto, the Master
Issuer Account Bank shall sign and
duly return to the Master Issuer, with
a copy to the Master Issuer
Security Trustee, an acknowledgement in (or
substantially in) the form of
acknowledgement set out in Part 2 of
Schedule 2.
6.3 MONTHLY STATEMENT
Unless and until directed otherwise
by the Master Issuer Security Trustee
in accordance with Clause 13, the
Master Issuer Account Bank shall
provide the Master Issuer Cash
Manager with a written statement setting
out the amounts standing to the
credit of the Master Issuer Accounts as
at the close of business on the
London Business Day immediately preceding
the relevant statement date or such
other relevant date set out in a
statement request (i) on a monthly
basis and, in any event, within three
London Business Days of the
relevant statement date and (ii) as soon as
reasonably
5
<PAGE>
practicable after receipt of a
request for a statement. The Master Issuer
Account Bank is hereby authorised
by the Master Issuer to provide
statements in respect of the Master
Issuer Accounts to the Master Issuer
Cash Manager and the Master Issuer
Security Trustee.
7. CERTIFICATION, INDEMNITY AND
ACCELERATION NOTICE
7.1 MASTER ISSUER ACCOUNT BANK TO
COMPLY WITH MASTER ISSUER CASH MANAGER'S
INSTRUCTIONS
Unless otherwise directed in
writing by the Master Issuer Security
Trustee pursuant to Clause 7.3, in
making any transfer or payment from
the Master Issuer Accounts in accordance
with this Agreement, the Master
Issuer Account Bank shall be
entitled to act as directed by the Master
Issue






