United Kingdom: HM Treasury

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Yale University EliScholar – A Digital Platform for Scholarly Publishing at Yale YPFS Documents (Series 1) Browse by Media Type 4-22-2009 Guarantee in respect of the 2009 Asset-Backed Securities Guarantee Scheme United Kingdom: HM Treasury Follow this and additional works at: https://elischolar.library.yale.edu/ypfs-documents Recommended Citation United Kingdom: HM Treasury, "Guarantee in respect of the 2009 Asset-Backed Securities Guarantee Scheme" (2009). YPFS Documents (Series 1). 8087. https://elischolar.library.yale.edu/ypfs-documents/8087 This Document is brought to you for free and open access by the Browse by Media Type at EliScholar – A Digital Platform for Scholarly Publishing at Yale. It has been accepted for inclusion in YPFS Documents (Series 1) by an authorized administrator of EliScholar – A Digital Platform for Scholarly Publishing at Yale. For more information, please contact elischolar@yale.edu. THE COMMISSIONERS OF HER MAJESTY'S TREASURY GUARANTEE in res pect of the 2009 ASSET-BACKED SECURITIES GUARANTEE SCHEME THIS DEED OF GUARANTEE is made on 22 April 2009 BY (1) THE COMMISSIONERS OF HER MAJESTY'S TREASURY of 1 Horse Guards Road, London SW1A 2HQ (the "Guarantor"); IN FAVOUR OF (2) THE BENEFICIAR IES (as defined below) . RECITALS (A) Each Eligible ABS Institution undertakes the business of providing banking and other financial services . (B) Each Eligible ABS Institution has requested or may from time to time request the Guarantor to provide the guarantees referred to in Clauses 2 and 3 of this Guarantee in respect of Eligible Secur ities. NOW THIS DEED OF GUARANTEE WITNESSES as follows: 1. Interpretatio n Definitions 1.1 In this Guarantee and the Recita ls hereto the following expressions have the following meanings: "ABS" means asset-backed securities; "ABS Eligibility Certificate " means the certificate issued pursuant to ABS Rule 5.4 by the Guarantor to an Eligible ABS Institution confirming that the liabilities specified in the sched ule to such certificate will, upon issue of the relevant Eligible Securities, be Guaranteed Liabilities; "ABS Eligibility Criteria" means the criteria set out in annex 6 to the ABS Rules; ''ABS Rules" or "Rules" means the rules of, and annexes to , the 2009 Asset-backed Secur ities Guarantee Scheme as varied , amended , suppleme nted or substituted and in force from time to time; "ABS Scheme Institution Certificate" means the certificate to be issued pursuant to ABS Rule 3.3 by the Guarantor to an inst itution confirming the registration of the institution as a partic ipant in the 2009 Asset-backed Securities Guarantee Scheme descr ibed in the Market Notice ent itled "Outl ine of the UK Governmen t's 2009 Asset-backed Securit ies Gua rantee Scheme " issued by the Guarantor and the United Kingdom Debt Managemen t Office on 22 April 2009 ; "ABS Transaction ff means an ABS transaction the subject of an application made under ABS Rule 4.1 ; "ABS Transaction Documentation " means the documentation govern ing an ABS Transaction including the documentation constituting the Eligible Securities; "ABS Transaction Eligibility Criteria " means the criteria set out in annex 5 to the ABS Rules; "Affiliate ff means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company ; "Beneficiaries " means the persons to whom the Guaranteed Liabilities are from time to time owed but shall not include any Excluded Beneficiaries ; "Call Date" means the date, prior to the legal fina l maturity of an Eligible Security, on which the Eligible ABS Call in respect of that Eligib le Security may be exercised by the Issuer ; "Call Price" means , unless otherw ise agreed by the Guarantor in writ ing in respect of an Eligible ABS Call , the amount specified in an ABS Eligibility Certificate which is payable in respect of an Eligible ABS Call on the Call Date; "Eligible ABS Call" means the right of an Issuer of an Eligible Security to purchase, repurchase or redeem the Eligible Security on a Call Date at the Call Price, as spec ified in an ABS Eligibility Certificate ; "Eligible ABS Institution" means any institution to whom the Guarantor has issued an ABS Scheme Institution Certificate ; "Eligible ABS Put" means the right of a holder of an Eligible Secur ity to oblige the Issuer to purchase , repurchase or redeem the Eligible Security on a Put Date at the Put Price , as specified in an ABS Eligibility Cert ificate; "Eligible ABS Transaction ff means an ABS Transaction which complies with the ABS Transaction Eligibility Criteria; "Eligible Security " means an asset-backed security which compl ies with the ABS Eligibility Criteria and which is issued or to be issued pursuant to an Eligible ABS Transaction ; "Excluded Beneficiaries · means, in respect of an Eligible Secur ity, the relevant Issuer, the relevant Eligible ABS Institution and each of their Affiliates and any person holding such Eligible Secur ity on behalf or for the account of any of the foregoing ; "Guarantee Expiry Date" means , in respect of an Eligible Security, the date specified in the ABS Eligibility Certificate as the expiry date for the guarantee in respect of that Eligible Security referred to in Clauses 2 or 3, as the case may be; "Guaranteed Credit Liabilities" means the liabilities of an Issuer to make payments when due and payable of interest and principal in respect of an Eligible Security as specified in any ABS Eligibility Cert ificate , and "Guaranteed Credit Liability " means any one of the Guaranteed Credit Liabil ities; "Guaranteed Liabilities" means the Guaranteed Cred it Liabilit ies and the Guaranteed Liquidity Liabilities , and "Guaranteed Liability" means any one of the Guaranteed Lia bi I ities; "Guaranteed Liquidity Liabilities " means: (i) the amount due and payable on the Call Date by the Issuer in respect of an Eligible ABS Call follow ing the exerc ise of an Eligible ABS Call by the Issuer or the amou nt which would have been so due and payable by the Issuer had the Eligible ABS Call been exercised by the Issuer ; and (ii) (following the exercise of an Eligible ABS Put by the holder thereof) the amount due and payable on a Put Date by the Issuer in respect of the Eligible ABS Put or (following the exercise of an Eligible ABS Put by the holder thereof} the amou nt which would have been so due and payable by the Issuer in respect of the Eligible ABS Put but for any condi tion to the obligation of the Issuer under the Eligible ABS Put (save for the exercise of the Eligible ABS Put by the holder thereof) as specified in the terms of the Eligible Security ; "Guaranteed Liquidity Liability" means any one of the Guaranteed Liquidit y Liabilities; "Holding Company" means, in relation to a compa ny or corporation, any other company or corporation in respect of which it is a Subsidiary ; "Issuer" means an issuer of Eligible Secur ities ; "Put Date" means the date, prior to the legal final matur ity of an Eligible Secu rity, on which the Eligible ABS Put in respect of that Eligible Security may be exerc ised by the holder thereof; "Put Price" means, unless otherwise agreed by the Guarantor in writing in respec t of an Eligible ABS Put, the amount specified in an ABS Eligibility Certifica te which is payable in respect of an Eligible ABS Put on the Put Date ; and "Subsidiary" means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006. Construction 1.2 Any reference in this Guarantee: (A) to a Clause is, unless otherwise stated , to a clause hereof ; (B} to "this Guarantee " shall be deemed to be a reference to this Guaran tee as a whole and not limited to the particular clause , schedule or provision in which the relevant reference appears, and to this Guarantee as varied , amended, supplemented or subst ituted from time to time; (C) to the "ABS Rules" or an "ABS Rule" shall be deemed to be a reference to the ABS Rules or that ABS Rule, as the case may be, as varied , amended , supplemented or subst ituted and in force from time to time; (D) to a person includes any individual, firm, company, corporat ion or any association , trust , joint venture, consortium or partnership (whether or not having legal personality) ; and (E) to a provision of law is a reference to that provision as amended or re-enacted. 1.3 The headings in this Guarantee are inserted for conven ience only and shall be of no legal effect. 1.4 Unless the context otherwise requires , words denoting the singular number only shall include the plural and vice versa. 2. Credit Guarantee Credit Guarantee 2.1 Subject to Clauses 2.2 and 5 below, the Guarantor hereby irrevocably: (A) guarantees to the Beneficiar ies the payment by each Issuer of the Guaranteed Credit Liabilities of that Issuer; and (B) undertakes to the Beneficiar ies that: (i) whenever an Issuer does not pay any Guaranteed Credit Liability in respect of an Eligible Security when it becomes due and payable by that Issuer; and (ii) following the expiry of the applicable grace period specified in that Eligible Security, the Guarantor shall , on demand made in accordance with the ABS Rules, pay that Guaranteed Credit Liability to the Beneficiaries. Expiry of Credit Guarantee 2.2 The Guarantor shall not be liable under Clause 2.1 in respect of any Guaranteed Credit Liability in respect of an Eligible Security wh ich becomes or is due and payable at any time after the Guarantee Expiry Date. 3. Liquidity Guarantee Liquidity Guarantee 3.1 Subject to Clauses 3.2 , 3.3 and 5 below, the Guaranto r hereby irrevocably undertakes to the Beneficiar ies that: (A) whenever the Issuer does not pay any Guaran teed Liquidity Liability in respect of an Eligible Secur ity: (i) on the Put Date, in respect of an Eligible ABS Put following its exercise by the holder thereof ; or (ii) on the Call Date , in respect of an Eligible ABS Call ; and (8 ) following the expiry of any applicab le grace period specified in that Eligib le Secu rity, the Guaranto r shall , on demand made in accordance with the ABS Rules, purchase that Eligible Secu rity in accordance with the ABS Rules in an amount equa l to either: (i) (in the case of an Eligible ABS Put) the Put Price; or (ii) (in the case of an Eligible ABS Call) the Call Price. Conditions 3.2 The obligat ions of the Guarantor to any Beneficiary under an Eligible ABS Put or an Eligible ABS Call (as the case may be) pursuant to Clause 3.1 sha ll be in all respects conditional upon the delivery to the Guarantor (or to its order) of the Eligible Secur ity against payme nt to the relevant Beneficiar ies (or to their order) by the Guaran tor of the Put Price or the Call Price (as the case may be) . Expiry of Liquidity Guarantee 3.3 The Guarantor shall not be liable under Clause 3.1 in respect of any Guaranteed Liquidity Liability in respect of an Eligible Secur ity which becomes or is due and payable at any time after the Guarantee Expiry Date. 4. Early demands Where a demand is made in respect of any Guaran teed Liability prior to the date such Guaranteed Liability is due for payment, such deman d shall be deemed not to have been made until the due date for payment. 5. Amendments to Guaranteed Liabi lities The Guarantor shall not be liable under Clause 2.1 or 3.1 in respect of any Guara nteed Liability wh ich has been varied, amended , waived, released, novated , supplemented , extended or restated in any respect without the prior written consent of the Guarantor. 6. Payments All payments to be made by or on behalf of the Guarantor under this Guarantee shall be made in the manner specified in the ABS Rules . 7. Preservation of rights Continuing obligations 7.1 The obligations of the Guarantor hereunder shall be continuing obligations notwithstanding any settlement of account and, in particular but withou t limitation, shall not be considered satisfied by any intermediate payment or sat isfaction of all or any of the Guaranteed Liabi lities . Time and indulgence 7.2 Neither the obligat ions expressed to be assumed by the Guarantor herein nor the rights, powers and remed ies conferred upon the Beneficiaries by this Guarantee or by law shall be discharged, impaired or otherw ise affected by the winding-up , administration, liquidation or disso lution of any Issuer or Eligible ABS Institution or any analogous proceed ing in any ju risdiction . 8. Benefit of Guarantee Benefit 8.1 This Guarantee shall enure to the benefit of each Beneficiary and its successors and such successors shall be entitled to enforce this Guarantee against the Guarantor. Limitation 8.2 An Eligib le Security may not have the benefit of both the guarantee referred to in Clause 2 and the guarantee referred to in Clause 3. 9. Amendments to Guarantee The Guarantor may amend the terms of this Guarantee at any time at its discretion upon giving notice to the Eligible ABS Institut ions in accordance with Clause 10.2, provided that such amendment is not prej udicial to the interests of the Beneficiaries and, in particular, the Guara ntor will not amend the terms of this Guarantee if the amendment wou ld prejudice its elig ibility to count as eligible unfunded credit protection under Directive 2006/48/EC relating to the taking up and pursuit of the business of credit institutions . 10. Notice Giving of notices to the Guarantor 10.1 All notices or other communicat ions to the Guarantor under or in connection with this Guarantee shall be given in accordance with the ABS Rules. Giving of notices to the Beneficiaries and Eligible ABS Institutions 10.2 All notices or other communications to the Beneficiaries or to Eligible ABS Institutions under or in connect ion with this Guarantee shall be given in accordance with the ABS Rules. 11. Governing law This Guarantee is governed by, and shall be construed in accordance with, English law. IN WITNESS whereof this Guarantee has been executed by the Guarantor and is intended to be and is hereby delivered as a deed. SIGNATURES EXECUTED as a deed by THE COMM ISSIONERS OF HER MAJESTY'S TREASURY in the presence of: Witness's signature : ~ Name: .. t:!~J.r< .. } ~.':":'..R:5 Address: .H.. V.-.1 . ..... J}(e:_~s (J/2.'-J' I ,Hv>r5.~ {:,i.,,c.rd'::, rU Jt--v;,4 2f:J:R___ ~&0~ ...) Two of The Comm issioners of Her Majesty 's Treasury 

Guarantee in respect of the 2009 Asset-Backed Securities Guarantee Scheme

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Guarantee in respect of the 2009 Asset-Backed Securities Guarantee Scheme

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