party as a result of any termination under this Clause 11.2.
(G)
Termination of this Agreement will not affect accrued rights or existing commitments
under this Agreement and will be without prejudice to the completion of any
transactions already initiated.
11.3
Replacement of the Account Bank
(A)
Any replacement or successor account bank pursuant to this Clause 11 (
Change of
Account Bank and Termination
) must be a reputable and experienced financial
institution which:
(1) is rated at least the Minimum Account Bank Rating;
(2) is willing to accept its appointment as replacement Account Bank on the same,
or substantially the same, terms as apply to the outgoing Account Bank;
(3) agrees to act as Account Bank in return for a rate of remuneration which does
not exceed the rate then commonly charged by providers of services similar to
those provided by the Account Bank hereunder; and
(4) agrees to be bound by the terms of this Agreement, the English Deed of
Charge, the Irish Deed of Charge and the Cash Management Agreement and
any obligations set forth in the Transaction Documents.
(B)
The Issuer shall notify the Rating Agencies of any such successor account bank
appointed pursuant to this Clause 11 (
Change of Account Bank and Termination
).
11.4
Merger of the Account Bank
Any corporation into which the Account Bank may be merged or converted, or any
corporation with which the Account Bank may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Account Bank shall be a party,
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or any corporation to which the Account Bank shall sell or otherwise transfer all or
substantially all of its assets shall, on the date when the merger, conversion, consolidation
or transfer becomes effective and to the extent permitted by any applicable laws, become
the successor Account Bank under this Agreement without the execution or filing of any
paper or any further act on the part of the parties to this Agreement and without any
appointment or other action by the Issuer or the Trustee, and after the said effective date all
references in this Agreement to the Account Bank shall be deemed to be references to such
successor corporation.
12.
Miscellaneous
12.1 No printed or other material in any language, including prospectuses, notices, reports, and
promotional material which mentions “The Bank of New York Mellon” by name or the rights,
powers, or duties of the Account Bank under this Agreement shall be issued by any other
Parties, or on any other Party's behalf, without the prior written consent of the Account Bank.
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SCHEDULE 1
NOTICE OF EXCLUSIVE CONTROL
To:
The Bank of New York Mellon SA/NV, Dublin Branch
4
th
Floor, Hanover Building, Windmill Lane, Dublin 2
Copy to:
Dunmore Securities No. 1 Designated Activity Company
Date:
We refer to the Account Bank Agreement dated [•] and made between Dunmore Securities No. 1
Designated Activity Company, BNY Mellon Corporate Trustee Services Limited, National
Westminster Bank Plc and The Bank of New York Mellon SA/NV, Dublin Branch, as the Account
Bank (the “Account Bank Agreement”). Terms defined in the Account Bank Agreement shall have
the same meaning when used in this notice.
Pursuant to Clause 5.3 of the Account Bank Agreement, this is a Notice of Exclusive Control which
takes effect immediately. We hereby irrevocably authorise and instruct you to accept Instructions
solely from us in relation to the Transaction Account on and from the date of this Notice.
Yours faithfully
Authorised Signatory of BNY Mellon Corporate Trustee Services Limited
By:
_____________________
Name: _____________________
Title: _____________________
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SCHEDULE 2
AUTHORISED PERSONS AND CALLBACK CONTACTS
ISSUER AUTHORISED PERSONS
Name
Specimen signature
Telephone Number
Jonathan Hanly
+ 353 1 566 8893
Siobhan Hallissey
+ 353 1 566 8898
Ian Garvan
+ 353 1 566 8892
Mary Murphy
+ 353 1 566 8894
ISSUER ADDITIONAL CALLBACK CONTACTS
Name
Telephone Number
Gerard Brennan
+ 353 1 566 8891
TRUSTEE AUTHORISED PERSONS
Name
Specimen signature
Telephone Number
TRUSTEE ADDITIONAL CALLBACK CONTACTS
Name
Telephone Number
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CASH MANAGER AUTHORISED PERSONS
Name
Specimen signature
Telephone Number
CASH MANAGER ADDITIONAL CALLBACK CONTACTS
Name
Telephone Number
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SCHEDULE 3
FORM OF INSTRUCTION
[ON HEADED PAPER OF INSTRUCTING PARTY]
The Bank of New York Mellon SA/NV, Dublin Branch
4
th
Floor, Hanover Building, Windmill Lane, Dublin 2
For the attention of: Corporate Trust Administration – Project Sugarloaf
Fax number: +353 19006999
Email: Co.Sec.Dublin@bnymellon.com
[•] 20[•]
Account Bank Agreement by and between the Issuer, the Trustee, the Cash Manager and
The Bank of New York Mellon SA/NV, Dublin Branch (as Account Bank) dated [•] (the
“Agreement”
)
Dear Sirs,
This Instruction is being given to you pursuant to Clause [•] of the Agreement. Capitalised terms
not otherwise defined herein shall have the meanings given thereto in the Agreement.
You are hereby instructed to pay the following amount[s] from the Account specified below:
(a) payment from:
Cash Account [•]
(b) transfer to:
[SWIFT code/sort code]
[account name]
[account number/IBAN]
(c) beneficiary bank:
[SWIFT code/sort code]
(d) account name:
[•]
(e) account number:
[•]
(f) IBAN:
[•]
(g) amount and currency:
[•]
(h) reference:
[•]
(i) value date:
[•]
The governing law of the Agreement shall apply equally to this Instruction
Yours faithfully,
Issuer
By:
_____________________________
Name: _____________________________
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Title: _____________________________
Trustee
By:
_____________________________
Name: _____________________________
Title: _____________________________
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SIGNATORIES
This Agreement
has been entered into on the date stated at the beginning.
The Issuer
Signed for and on behalf of
DUNMORE SECURITIES NO.1 DESIGNATED ACTIVITY COMPANY
by its duly authorised attorney
__________________________
Name:
Title: Authorised Attorney
The Account Bank
Signed for and on behalf of
THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH
By
______________________________
Name:
Title:
The Trustee
Signed for and on behalf of
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED
By
______________________________
Name:
Title:
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The Cash Manager
Signed for and on behalf of
NATIONAL WESTMINSTER BANK PLC
By
______________________________
Name:
Title
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