DRAFT: 14.07.04 EXHIBIT 4.9
FIFTH ISSUER CASH MANAGEMENT AGREEMENT
DATED [22ND JULY], 2004
HALIFAX PLC
AND
PERMANENT FINANCING (NO. 5) PLC
AND
THE BANK OF NEW YORK
▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇ LLP
LONDON
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation............................................ 1
2. Appointment of Fifth Issuer Cash Manager................................. 1
3. Fifth Issuer Cash Management Services.................................... 2
4. Payments, Accounts, Ledgers.............................................. 3
5. Payments under Fifth Issuer Swap Agreements, Payments to the
Principal Paying Agents and Termination of Fifth Issuer Swap
Agreements............................................................... 5
6. No Liability............................................................. 7
7. Costs and Expenses....................................................... 8
8. Information.............................................................. 8
9. Remuneration............................................................. 10
10. Covenants of Fifth Issuer Cash Manager................................... 10
11. Non-Exclusivity.......................................................... 11
12. Termination.............................................................. 11
13. Further Assurance........................................................ 13
14. Miscellaneous............................................................ 14
15. Confidentiality.......................................................... 15
16. Notices.................................................................. 15
17. Variation and Waiver..................................................... 16
18. No Partnership........................................................... 16
19. Assignment............................................................... 16
20. Exclusion of Third Party Rights.......................................... 16
21. Counterparts............................................................. 17
22. Governing Law............................................................ 17
23. Submission to Jurisdiction............................................... 17
SCHEDULE
1. Cash Management Services.................................................. 18
2. Cash Management and Maintenance of Ledgers............................... 20
3. Form of Fifth Issuer Quarterly Report.................................... 26
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THIS FIFTH ISSUER CASH MANAGEMENT AGREEMENT is made on [{circle}], 2004
BETWEEN:
(1) HALIFAX PLC, a public limited company incorporated under the laws of
England and Wales whose registered office is at ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ acting in its capacity as the Fifth Issuer Cash
Manager;
(2) PERMANENT FINANCING (NO. 5) PLC, a public limited company incorporated
under the laws of England and Wales (registered number 5114399) whose
registered office is at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(the FIFTH ISSUER); and
(3) THE BANK OF NEW YORK, a New York banking corporation whose London branch
address is at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ acting in its
capacity as Security Trustee.
WHEREAS:
(A) On the Fifth Issuer Closing Date the Fifth Issuer will issue the Fifth
Issuer Notes. The Fifth Issuer will make the Fifth Issuer Term Advances
to Funding 1 from the proceeds of the issue of the Fifth Issuer Notes.
(B) The Fifth Issuer Cash Manager is willing to provide cash management
services to the Fifth Issuer and the Security Trustee on the terms and
subject to the conditions contained in this Agreement.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 The amended and restated master definitions and construction schedule
signed by, amongst others, the parties to this Agreement and dated
[{circle}], 2004 (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 fifth issuer master
definitions and construction schedule, signed for the purposes of
identification by ▇▇▇▇▇ & ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ on
[{circle}], 2004 (as the same may be amended, varied or supplemented from
time to time) (the FIFTH 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 Fifth 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 Fifth Issuer Master
Definitions and Construction Schedule and the Master Definitions and
Construction Schedule.
2. APPOINTMENT OF FIFTH ISSUER CASH MANAGER
2.1 APPOINTMENT
Until termination pursuant to CLAUSE 12, the Fifth Issuer and the Security
Trustee (according to their respective estates and interests) each hereby
appoints the Fifth Issuer Cash Manager as its lawful agent to provide the
Fifth Issuer Cash Management Services set out in this Agreement. The Fifth
Issuer Cash Manager in each case hereby accepts such appointment on the
terms and subject to the conditions of this Agreement.
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2.2 DUTIES PRESCRIBED BY TRANSACTION DOCUMENTS
For the avoidance of doubt and in connection with the powers conferred
under CLAUSE 2.1, save as expressly provided elsewhere in this Agreement
nothing in this Agreement shall be construed so as to give the Fifth
Issuer Cash Manager any powers, rights, authorities, directions or
obligations other than as specified in this Agreement or any of the other
Fifth Issuer Transaction Documents.
2.3 APPOINTMENT CONDITIONAL UPON ISSUANCE OF FIFTH ISSUER NOTES
The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of
the Fifth Issuer Notes and shall take effect upon and from the Fifth
Issuer Closing Date automatically without any further action on the part
of any person PROVIDED THAT if the issue of the Fifth Issuer Notes has not
occurred by [{circle}], 2004, or such later date as the Fifth Issuer and
the Lead Managers may agree, this Agreement shall cease to be of further
effect.
3. FIFTH ISSUER CASH MANAGEMENT SERVICES
3.1 GENERAL
The Fifth Issuer Cash Manager shall provide the services set out in this
Agreement (including, for the avoidance of doubt, the Schedules) (the
FIFTH ISSUER CASH MANAGEMENT SERVICES).
3.2 APPROVALS AND AUTHORISATIONS
The Fifth Issuer Cash Manager shall maintain, or procure the maintenance
of, the approvals, authorisations, consents and licences required in
connection with the business of the Fifth Issuer and shall prepare and
submit, or procure the preparation and submission of, on behalf of the
Fifth Issuer all necessary applications and requests for any further
approvals, authorisations, consents or licences which may be required in
connection with the business of the Fifth Issuer and shall, so far as it
is reasonably able to do so, perform the Fifth Issuer Cash Management
Services in such a way as not to prejudice the continuation of any such
approvals, authorisations, consents or licences.
3.3 COMPLIANCE WITH TRANSACTION DOCUMENTS, ETC.
The Fifth Issuer Cash Management Services shall include procuring (so far
as the Fifth Issuer Cash Manager, using its reasonable endeavours, is
able so to do) compliance by the Fifth Issuer with all applicable legal
requirements and with the terms of the Fifth Issuer Transaction
Documents, PROVIDED ALWAYS THAT the Fifth Issuer Cash Manager shall not
lend or provide any sum to the Fifth Issuer and that the Fifth Issuer
Cash Manager shall have no liability whatsoever to the Fifth Issuer, the
Security Trustee or any other person for any failure by the Fifth Issuer
to make any payment due under any of the Fifth Issuer Transaction
Documents (other than to the extent arising from any failure by the Fifth
Issuer Cash Manager to perform any of its obligations under any of the
Fifth Issuer Transaction Documents).
3.4 LIABILITY OF FIFTH ISSUER CASH MANAGER
(a) The Fifth Issuer Cash Manager shall indemnify each of the Fifth Issuer and
the Security Trustee on demand on an after Tax basis for any loss,
liability, claim, expense or damage suffered or incurred by it in respect
of the negligence, fraud or wilful default of the Fifth Issuer Cash
Manager in carrying out its functions as Fifth Issuer Cash Manager under,
or as a result of a breach by the Fifth Issuer Cash Manager of, the terms
and provisions of this
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Agreement or such other Fifth Issuer Transaction Documents to which the
Fifth Issuer Cash Manager is a party (in its capacity as such) in relation
to such functions.
(b) For the avoidance of doubt, the Fifth Issuer Cash Manager shall not be
liable in respect of any loss, liability, claim, expense or damage
suffered or incurred by the Fifth Issuer or the Security Trustee and/or
any other person as a result of the proper performance of the Fifth Issuer
Cash Management Services by the Fifth Issuer Cash Manager save to the
extent that such loss, liability, claim, expense or damage is suffered or
incurred as a result of any negligence, fraud or wilful default of the
Fifth Issuer Cash Manager under, or as a result of a breach by the Fifth
Issuer Cash Manager of, the terms and provisions of this Agreement or any
of the other Fifth Issuer Transaction Documents to which the Fifth Issuer
Cash Manager is a party (in its capacity as such) in relation to such
functions.
4. PAYMENTS, ACCOUNTS, LEDGERS
4.1 FIFTH ISSUER TRANSACTION ACCOUNT
(a) The Fifth Issuer Cash Manager hereby confirms that the Fifth Issuer
Transaction Account has been established on or before the date of this
Agreement and that the mandate in the agreed form will apply to this
Agreement at the Fifth Issuer Closing Date. The Fifth Issuer Cash Manager
undertakes (to the extent to which the same is within its control in its
capacity as Fifth Issuer Cash Manager) that at the Fifth Issuer Closing
Date the Fifth Issuer Transaction Account will be operative and that the
Fifth Issuer Cash Manager will not knowingly create or permit to subsist
any Security Interest in relation to the Fifth Issuer Transaction Account
other than as created under or permitted pursuant to the Fifth Issuer Deed
of Charge.
(b) The Fifth Issuer Cash Manager shall procure that the following amounts are
paid into the Fifth Issuer Transaction Account:
(i) all amounts of interest paid on the Fifth Issuer Term Advances;
(ii) all repayments of principal on the Fifth Issuer Term Advances;
(iii) all amounts received by the Fifth Issuer pursuant to the Fifth
Issuer Swap Agreements (excluding the return or transfer of any
Excess Swap Collateral as set out in the relevant Fifth Issuer Swap
Agreement and in respect of each Fifth Issuer Swap Provider, prior
to the designation of an early termination date under the relevant
Fifth Issuer Swap Agreement and the resulting application of the
collateral by way of netting or set-off, an amount equal to the
value of all collateral (other than Excess Swap Collateral) provided
by such Fifth Issuer Swap Provider to the Fifth Issuer pursuant to
the relevant Fifth Issuer Swap Agreement (and any interest or
distributions in respect thereof)); and
(iv) any other amounts whatsoever received by or on behalf of the Fifth
Issuer after the Fifth Issuer Closing Date,
and the Fifth Issuer Cash Manager shall procure that all interest earned
on the Fifth Issuer Transaction Account and all investment proceeds from
and income and distributions arising from time to time in respect of
Authorised Investments purchased from amounts standing to the credit of
the Fifth Issuer Transaction Account are credited to such account.
(c) Each of the payments into the Fifth Issuer Transaction Account referred to
in CLAUSE 4.1(b) shall be made forthwith upon receipt by the Fifth Issuer
or the Fifth Issuer Cash Manager of the amount in question.
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(d) For the avoidance of doubt, as soon as reasonably practicable after
becoming aware of the same, the Fifth Issuer Cash Manager may, and shall,
withdraw Cash from the Fifth Issuer Transaction Account if, and to the
extent that, such Cash was credited thereto in error and shall use its
reasonable endeavours to ensure that such Cash is applied correctly
thereafter.
(e) The Fifth Issuer Cash Manager shall promptly notify each of the Fifth
Issuer and the Security Trustee in writing of any additional account which
supplements or replaces any account specifically referred to in the
definition of the Fifth Issuer Transaction Account in the Fifth Issuer
Master Definitions and Construction Schedule.
(f) Each of the Fifth Issuer Cash Manager and the Fifth Issuer undertakes
that, so far as it is able to procure the same, the Fifth Issuer
Transaction Account and all instructions and mandates in relation thereto
will continue to be operative and will not, save as permitted pursuant to
the Fifth Issuer Bank Account Agreement, be changed without the prior
written consent of the Security Trustee (such consent not to be
unreasonably withheld or delayed). For the avoidance of doubt, the Fifth
Issuer Cash Manager may change the authorised signatories in respect of
any instructions or mandates without the prior written consent of the
Security Trustee, in accordance with the terms of the Fifth Issuer Bank
Account Agreement.
4.2 ADDITIONAL FIFTH ISSUER ACCOUNTS
(a) If established, the Fifth Issuer Cash Manager will not knowingly create or
permit to subsist any Security Interest in relation to any Additional
Fifth Issuer Account other than as created under or permitted pursuant to
the Fifth Issuer Deed of Charge.
(b) The Fifth Issuer Cash Manager shall procure that the relevant amounts are
paid into the applicable Fifth Issuer Account and the Fifth Issuer Cash
Manager shall procure that all interest earned on the relevant Additional
Fifth Issuer Account and all investment proceeds from and income and
distributions arising from time to time in respect of Authorised
Investments purchased from amounts standing to the credit of an Additional
Fifth Issuer Account are credited to such account.
(c) Each of the payments into the Additional Fifth Issuer Account referred to
in CLAUSE 4.2(b) shall be made forthwith upon receipt by the Fifth Issuer
or the Fifth Issuer Cash Manager of the amount in question.
(d) For the avoidance of doubt, as soon as reasonably practicable after
becoming aware of the same, the Fifth Issuer Cash Manager may, and shall,
withdraw Cash from an Additional Fifth Issuer Account if, and to the
extent that, such Cash was credited thereto in error and shall use its
reasonable endeavours to ensure that such Cash is applied correctly
thereafter.
(e) The Fifth Issuer Cash Manager shall promptly notify each of the Fifth
Issuer and the Security Trustee in writing of any additional account which
is established pursuant to CLAUSE 3.1 of the Fifth Issuer Bank Account
Agreement or any account established to replace or supplement such
account.
(f) Each of the Fifth Issuer Cash Manager and the Fifth Issuer undertakes
that, so far as it is able to procure the same, the Additional Fifth
Issuer Accounts and all instructions and mandates in relation thereto will
continue to be operative and will not, save as permitted pursuant to the
Fifth Issuer Bank Account Agreement, be changed without the prior written
consent of the Security Trustee (such consent not to be unreasonably
withheld or delayed). For the avoidance of doubt, the Fifth Issuer Cash
Manager may change the authorised signatories in respect of any
instructions or mandates without the prior written consent of the Security
Trustee, in accordance with the terms of the Fifth Issuer Bank Account
Agreement.
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4.3 WITHDRAWALS
(a) The Fifth Issuer Cash Manager may make withdrawals on behalf of the Fifth
Issuer from a Fifth Issuer Account, until such time as the Fifth Issuer
Cash Manager receives a copy of a Fifth Issuer Note Acceleration Notice
served by the Security Trustee on the Fifth Issuer, as permitted by this
Agreement, but shall not in carrying out its functions as Fifth Issuer
Cash Manager under this Agreement otherwise make withdrawals from a Fifth
Issuer Account.
(b) Upon receipt of such a Fifth Issuer Note Acceleration Notice, no amount
shall be withdrawn from the Fifth Issuer Accounts by the Fifth Issuer Cash
Manager without the prior written consent of the Security Trustee.
4.4 CASH MANAGEMENT
In administering the Fifth Issuer Accounts on behalf of the Fifth Issuer
and the Security Trustee, the Fifth Issuer Cash Manager shall comply with
the provisions of Schedule 2 prior to receipt by the Fifth Issuer Cash
Manager of a copy of any Fifth Issuer Note Acceleration Notice served on
the Fifth Issuer. Following service of a Fifth Issuer Note Acceleration
Notice, the Security Trustee or any Receiver appointed by the Security
Trustee will administer the Fifth Issuer Accounts in accordance with the
terms of the Fifth Issuer Deed of Charge.
5. PAYMENTS UNDER FIFTH ISSUER SWAP AGREEMENTS, PAYMENTS TO THE PRINCIPAL
PAYING AGENTS AND TERMINATION OF FIFTH ISSUER SWAP AGREEMENTS
5.1 On each Funding 1 Interest Payment Date, the Fifth Issuer or the Fifth
Issuer Cash Manager on its behalf will procure that amounts received from
Funding 1 under the Fifth Issuer Intercompany Loan Agreement are paid
into the Fifth Issuer Transaction Account.
5.2 The Fifth Issuer, or the Fifth Issuer Cash Manager on its behalf, will
procure that:
(a) on each Funding 1 Interest Payment Date subject to making payments
ranking higher in the order of priorities of payment set out in
the Fifth Issuer Pre-Enforcement Priority of Payments or, as the
case may be, the Fifth Issuer Post-Enforcement Priority of
Payments, amounts received in respect of:
(i) the Fifth Issuer Series 1 Term Advances are paid to the
relevant Series 1 Fifth Issuer Swap Provider or if such
Fifth Issuer Swap Agreement has been terminated and the
Fifth Issuer is unable to enter into a replacement hedge as
set out in CLAUSE 5.4, into the relevant Additional Fifth
Issuer Account;
(ii) the Fifth Issuer Series 2 Term Advances are paid to the
relevant Series 2 Fifth Issuer Swap Provider or if such
Fifth Issuer Swap Agreement has been terminated and the
Fifth Issuer is unable to enter into a replacement hedge as
set out in CLAUSE 5.4, into the relevant Additional Fifth
Issuer Account;
(iii) the Fifth Issuer Series 3 Term Advances are paid to the
relevant Series 3 Fifth Issuer Swap Provider or if such
Fifth Issuer Swap Agreement has been terminated and the
Fifth Issuer is unable to enter into a replacement hedge as
set out in CLAUSE 5.4, into the relevant Additional Fifth
Issuer Account;
(iv) the Fifth Issuer Series 4 Term Advances are paid to the
relevant Series 4 Fifth Issuer Swap Provider or if such
Fifth Issuer Swap Agreement has been
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terminated and the Fifth Issuer is unable to enter into a
replacement hedge as set out in CLAUSE 5.4, into the
relevant Additional Fifth Issuer Account; and
(v) the Fifth Issuer Series 5A1 Term Advances are paid to the
Series 5 Class A1 Fifth Issuer Euro Currency Swap Provider
or if such Fifth Issuer Swap Agreement has been terminated
and the Fifth Issuer is unable to enter into a replacement
hedge as set out in CLAUSE 5.4, into the relevant Additional
Fifth Issuer Account;
(b) on each relevant Interest Payment Date:
(i) (A) amounts received from each Fifth Issuer Swap
Provider (other than the Series 5 Class A1 Fifth
Issuer Euro Currency Swap Provider, in respect of
only that part of the amount payable under the Series
5 Class A1 Fifth Issuer Euro Currency Swap Agreement
representing the amount payable to the Series 5 Class
A1 Fifth Issuer Interest Rate Swap Provider (the
INTEREST RATE SWAP PAYMENT)) under the relevant Fifth
Issuer Swap Agreement are paid to the Principal Paying
Agent, which amounts shall be paid by the Paying
Agents (subject to the terms of the Fifth Issuer
Paying Agent and Agent Bank Agreement) to the
holders of the corresponding classes of Fifth Issuer
Notes; and/or
(B) the Interest Rate Swap Payment, (i) prior to the
interest payment date falling in [June 2011] is paid
to the specified bank account of the Series 5 Class A1
Fifth Issuer Interest Rate Swap Provider (subject to
the terms of the Series 5 Class A1 Fifth Issuer Euro
Currency Swap Agreement) and (ii) thereafter is paid
to the Principal Paying Agent, which amounts shall be
paid by the Paying Agents (subject to the terms of the
Fifth Issuer Paying Agent and Agent Bank Agreement) to
the holders of the corresponding classes of Fifth
Issuer Notes; and/or
(C) amounts received from the Series 5 Class A1 Fifth
Issuer Interest Rate Swap Provider are paid to the
Principal Paying Agent, which amounts shall be paid by
the Paying Agents (subject to the terms of the Fifth
Issuer Paying Agent and Agent Bank Agreement) to the
holders of the corresponding classes of Fifth Issuer
Notes; and/or
(ii) amounts standing to the credit of the relevant Additional
Fifth Issuer Account are, if applicable, exchanged at the
"spot" rate from sterling into Euro or US Dollars, as
necessary and, paid to the Principal Paying Agent, which
amounts shall be paid by the Paying Agents (subject to the
terms of the Fifth Issuer Paying Agent and Agent Bank
Agreement) to the holders of the corresponding classes of
Fifth Issuer Notes.
5.3 The Fifth Issuer, or the Fifth Issuer Cash Manager on its behalf, will
procure that on each Interest Payment Date (subject to making payments
ranking higher in the order of priorities of payment set out in the Fifth
Issuer Pre-Enforcement Priority of Payments or, as the case may be, the
Fifth Issuer Post-Enforcement Priority of Payments), amounts received
from Funding 1 in respect of the Fifth Issuer Series 5A2 Term AAA
Advance, the Fifth Issuer Series 5 Term AA Advance and the Fifth Issuer
Series 5 Term BBB Advance are paid to the Principal Paying Agent, which
amounts shall be paid by the Paying Agents (subject to the terms of the
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Fifth Issuer Paying Agent and Agent Bank Agreement) to the holders of
the corresponding class of the Series 5 Fifth Issuer Notes.
5.4 If on or prior to the date of the earlier of (i) repayment in full of the
Fifth Issuer Notes or (ii) the service of a Fifth Issuer Note
Acceleration Notice, any of the Fifth Issuer Swaps are terminated, the
Fifth Issuer Cash Manager (on behalf of the Fifth Issuer and the Security
Trustee) shall purchase a replacement hedge (taking into account any
early termination payment received from the relevant Fifth Issuer Swap
Provider) in respect of the relevant class of Fifth Issuer Notes,
against, as appropriate:
(a) fluctuations in the relevant currency swap rate between Dollars
and Sterling or the possible variance between LIBOR for three-
month Sterling deposits and either:
(i) LIBOR for one-month Dollar deposit (in relation to the
Series 1 Class A Fifth Issuer Notes); or
(ii) LIBOR for three-month Dollar deposits (in relation to the
Series 1 Class B Fifth Issuer Notes, the Series 1 Class C
Fifth Issuer Notes, the Series 2 Fifth Issuer Notes and the
Series 3 Fifth Issuer Notes); or
or
(b) fluctuations in the relevant currency swap rate between Euro and
Sterling or the possible variance between LIBOR for three-month
Sterling deposits and either:
(i) EURIBOR for three-month Euro deposits (in relation to the
Series 4 Fifth Issuer Notes and, after the Interest Payment
Date falling in [June 2011], the Series 5 Class A1 Fifth
Issuer Notes); or
(ii) the fixed rate applicable to the Series 5 Class A1 Fifth
Issuer Notes, payable semi-annually on the Interest Payment
Date falling in June and December of each year until the
earlier to occur of (i) a Trigger Event (ii) the enforcement
of the Fifth Issuer Security or (iii) the Interest Payment
Date falling in [June 2009] and (b) quarterly in arrear on
the Interest Payment Date falling in March, June, September
and December of each year,
in each case, on terms acceptable to the Rating Agencies and the Fifth
Issuer and the Security Trustee and with a swap provider whom the Rating
Agencies have previously confirmed in writing to the Fifth Issuer and the
Security Trustee will not cause the then current ratings of the Fifth
Issuer Notes to be downgraded.
5.5 If the Fifth Issuer receives a Refund Payment (as such term is defined in
the definition of Fifth Issuer Revenue Receipts) then the Fifth Issuer,
or the Fifth Issuer Cash Manager on its behalf, will distribute such
Refund Payment as part of the Fifth Issuer Revenue Receipts in accordance
with the relevant priority of payments.
6. NO LIABILITY
Save as otherwise provided in this Agreement, the Fifth Issuer Cash
Manager shall have no liability for the obligations of either the
Security Trustee or the Fifth Issuer under any of the Transaction
Documents or otherwise and nothing in this Agreement shall constitute a
guarantee, or similar obligation, by the Fifth Issuer Cash Manager of
either Funding 1, the Security Trustee or the Fifth Issuer in respect of
any of them.
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7. COSTS AND EXPENSES
Subject to and in accordance with the Fifth Issuer Pre-Enforcement
Priority of Payments or, as the case may be, the Fifth Issuer Post-
Enforcement Priority of Payments, the Fifth Issuer will on each Interest
Payment Date reimburse the Fifth Issuer Cash Manager for all out-of-
pocket costs, expenses and charges (together with any amounts in respect
of Irrecoverable VAT due thereon) properly incurred by the Fifth Issuer
Cash Manager in the performance of the Fifth Issuer Cash Management
Services including any such costs, expenses or charges not reimbursed to
the Fifth Issuer Cash Manager on any previous Interest Payment Date and
the Fifth Issuer Cash Manager shall supply the Fifth Issuer with an
appropriate VAT invoice issued by the Fifth Issuer Cash Manager or, if
the Fifth Issuer Cash Manager has treated the relevant cost, expense or
charge as a disbursement for VAT purposes, by the person making the
supply.
8. INFORMATION
8.1 USE OF I.T. SYSTEMS
(a) The Fifth Issuer Cash Manager represents and warrants that at the date
hereof in respect of the software which is to be used by the Fifth Issuer
Cash Manager in providing the Fifth Issuer Cash Management Services it has
in place all necessary licences and/or consents from the respective
licensor or licensors (if any) of such software.
(b) The Fifth Issuer Cash Manager undertakes that it shall for the duration of
this Agreement, use reasonable endeavours to:
(i) ensure that the licences and/or consents referred to in PARAGRAPH
(a) are maintained in full force and effect; and
(ii) except in so far as it would breach any other of its legal
obligations, grant to any person to whom it may sub-contract or
delegate the performance of all or any of its powers and obligations
under this Agreement and/or to such person as the Fifth Issuer and
the Security Trustee elect as a substitute cash manager in
accordance with the terms of this Agreement a licence to use any
proprietary software together with any updates which may be made
thereto from time to time.
(c) The Fifth Issuer Cash Manager shall use reasonable endeavours to maintain
in working order the information technology systems used by the Fifth
Issuer Cash Manager in providing the Fifth Issuer Cash Management
Services.
(d) The Fifth Issuer Cash Manager shall pass to any person to whom it may
sub-contract or delegate the performance of all or any of its powers and
obligations under this Agreement and/or to such person as the Fifth Issuer
and the Security Trustee elect as a substitute cash manager in accordance
with the terms of this Agreement the benefit of any warranties in relation
to the software insofar as the same are capable of assignment.
8.2 BANK ACCOUNT STATEMENTS
The Fifth Issuer Cash Manager shall take all reasonable steps to ensure
that it receives a monthly bank statement in relation to each of the
Fifth Issuer Bank Accounts (subject to CLAUSE 6.3 of the Fifth Issuer
Bank Account Agreement) and that it furnishes a copy of such statements
to the Fifth Issuer and the Security Trustee, unless otherwise agreed.
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8.3 ACCESS TO BOOKS AND RECORDS
Subject to all applicable laws, the Fifth Issuer Cash Manager shall
permit the Auditors of the Fifth Issuer and any other person nominated by
the Security Trustee (to whom the Fifth Issuer Cash Manager has no
reasonable objection) at any time during normal office hours upon
reasonable notice to have access, or procure that such person or persons
are granted access, to all books of record and account relating to the
Fifth Issuer Cash Management Services provided by the Fifth Issuer Cash
Manager and related matters in accordance with this Agreement.
8.4 STATUTORY OBLIGATIONS
The Fifth Issuer Cash Manager will use its reasonable endeavours, on
behalf of the Fifth Issuer, to prepare or procure the preparation of and
file all reports, annual returns, financial statements, statutory forms
and other returns which the Fifth Issuer is required by law to prepare
and file. Subject to approval thereof by the directors of the Fifth
Issuer, the Fifth Issuer Cash Manager shall cause such accounts to be
audited by the Auditors and shall procure so far as it is able so to do
that the Auditors shall make a report thereon as required by law and
copies of all such documents shall be delivered to the Security Trustee,
the Fifth Issuer and the Rating Agencies as soon as practicable after the
end of each accounting reference period of the Fifth Issuer.
8.5 INFORMATION COVENANTS
(a) The Fifth Issuer Cash Manager shall provide the Fifth Issuer, the Security
Trustee, the Seller and the Rating Agencies with a quarterly report in, or
substantially in, the form set out in Schedule 3 in respect of the Fifth
Issuer. Each such quarterly report shall be delivered to the Fifth Issuer,
the Security Trustee, the Seller and the Rating Agencies by the last
Business Day of the month in which each Interest Payment Date occurs.
(b) The Fifth Issuer Cash Manager shall provide, or procure the provision of,
to the Fifth Issuer, the Security Trustee and the Rating Agencies copies
of any annual returns or financial statements referred to in CLAUSE 8.4 as
soonas reasonably practicable after the preparation thereof.
(c) The Fifth Issuer Cash Manager shall notify the Rating Agencies in writing
of the details of:
(i) any material amendment to the Fifth Issuer Transaction Documents;
(ii) the occurrence of a Fifth Issuer Note Event of Default; and
(iii) any other information relating to the Fifth Issuer Cash Manager as
the Rating Agencies may reasonably request in connection with its
obligations under this Agreement, PROVIDED THAT such request does
not adversely interfere with the Fifth Issuer Cash Manager's
day-to-day provision of the Fifth Issuer Cash Management Services
under the other terms of this Agreement.
(d) The Fifth Issuer Cash Manager shall, at the request of the Security
Trustee, furnish the Security Trustee and the Rating Agencies with such
other information relating to its business and financial condition as it
may be reasonable for the Security Trustee to request in connection with
this Agreement PROVIDED THAT the Security Trustee shall not make such a
request more than once every three months unless, in the belief of the
Security Trustee, a Fifth Issuer Intercompany Loan Event of Default, Fifth
Issuer Note Event of Default or Fifth Issuer Cash Manager Termination
Event (as defined in CLAUSE 12.1) shall have occurred
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and is continuing or may reasonably be expected to occur and PROVIDED
FURTHER THAT such request does not adversely interfere with the Fifth
Issuer Cash Manager's day-to-day provision of the Fifth Issuer Cash
Management Services under the other terms of this Agreement.
9. REMUNERATION
9.1 FEE PAYABLE
The Fifth Issuer shall pay to the Fifth Issuer Cash Manager for the Fifth
Issuer Cash Management Services a cash management fee (which shall be
inclusive of VAT) which shall be agreed in writing between the Fifth
Issuer, the Security Trustee and the Fifth Issuer Cash Manager from time
to time.
9.2 PAYMENT OF FEE
The cash management fee referred to in CLAUSE 9.1 shall be paid to the
Fifth Issuer Cash Manager in arrear on each Quarterly Interest Payment
Date in the manner contemplated by and in accordance with the
provisions of the Fifth Issuer Pre-Enforcement Revenue Priority of
Payments or, as the case may be, the Fifth Issuer Post-Enforcement
Priority of Payments.
10. COVENANTS OF FIFTH ISSUER CASH MANAGER
10.1 COVENANTS
The Fifth Issuer Cash Manager hereby covenants with and undertakes to
each of the Fifth Issuer and the Security Trustee that without prejudice
to any of its specific obligations under this Agreement:
(a) it will devote all due skill, care and diligence to the
performance of its obligations and the exercise of its discretions
under this Agreement;
(b) it will comply with any proper directions, orders and instructions
which the Fifth Issuer or the Security Trustee may from time to
time give to it in accordance with the provisions of this
Agreement and, in the event of any conflict, those of the Security
Trustee shall prevail;
(c) it will use its reasonable endeavours to keep in force all
licences, approvals, authorisations and consents which may be
necessary in connection with the performance of the Fifth Issuer
Cash Management Services and prepare and submit all necessary
applications and requests for any further approval, authorisation,
consent or licence required in connection with the performance of
the Fifth Issuer Cash Management Services;
(d) save as otherwise agreed with the Fifth Issuer and the Security
Trustee, it will provide free of charge to the Fifth Issuer during
normal office hours office space, facilities, equipment and staff
sufficient to fulfil the obligations of the Fifth Issuer under
this Agreement;
(e) it will not knowingly fail to comply with any legal requirements
in the performance of the Fifth Issuer Cash Management Services;
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(f) it will make all payments required to be made by it pursuant to
this Agreement on the due date for payment thereof for value on
such day without set-off (including, without limitation, in
respect of any fees owed to it) or counterclaim; and
(g) it will, not without the prior written consent of the Security
Trustee, amend or terminate any of the Fifth Issuer Transaction
Documents save in accordance with their terms.
10.2 DURATION OF COVENANTS
The covenants of the Fifth Issuer Cash Manager in CLAUSE 10.1 shall
remain in force until this Agreement is terminated but without
prejudice to any right or remedy of the Fifth Issuer and/or the
Security Trustee arising from breach of any such covenant prior to the
date of termination of this Agreement.
11. NON-EXCLUSIVITY
Nothing in this Agreement shall prevent the Fifth Issuer Cash Manager
from rendering or performing services similar to those provided for in
this Agreement to or for itself or other persons, firms or companies or
from carrying on business similar to or in competition with the business
of the Fifth Issuer or the Security Trustee.
12. TERMINATION
12.1 FIFTH ISSUER CASH MANAGER TERMINATION EVENTS
If any of the following events (FIFTH ISSUER CASH MANAGER TERMINATION
EVENTS) shall occur:
(a) default is made by the Fifth Issuer Cash Manager in the payment on
the due date of any payment due and payable by it under this
Agreement and such default continues unremedied for a period of
three London Business Days after the earlier of the Fifth Issuer
Cash Manager becoming aware of such default and receipt by the
Fifth Issuer Cash Manager of written notice from the Fifth Issuer
or the Security Trustee, as the case may be, requiring the same to
be remedied; or
(b) default is made by the Fifth Issuer Cash Manager in the
performance or observance of any of its other covenants and
obligations under this Agreement, which in the reasonable opinion
of the Security Trustee is materially prejudicial to the interests
of the Fifth Issuer Secured Creditors and such default continues
unremedied for a period of twenty London Business Days after the
earlier of the Fifth Issuer Cash Manager becoming aware of such
default and receipt by the Fifth Issuer Cash Manager of written
notice from the Security Trustee requiring the same to be
remedied; or
(c) while the Fifth Issuer Cash Manager is the Seller, an Insolvency
Event occurs,
then the Security Trustee may at once or at any time thereafter while
such default continues by notice in writing to the Fifth Issuer Cash
Manager terminate its appointment as Fifth Issuer Cash Manager under this
Agreement with effect from a date (not earlier than the date of the
notice) specified in the notice.
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12.2 RESIGNATION OF FIFTH ISSUER CASH MANAGER
The appointment of the Fifth Issuer Cash Manager under this Agreement may
be terminated upon the expiry of not less than 12 months' written notice
of termination given by the Fifth Issuer Cash Manager to the Fifth Issuer
and the Security Trustee PROVIDED THAT:
(a) the Fifth Issuer and the Security Trustee consent in writing to
such termination;
(b) a substitute cash manager shall be appointed, such appointment to
be effective not later than the date of such termination;
(c) such substitute cash manager has cash management experience and is
approved by the Fifth Issuer and the Security Trustee;
(d) such substitute cash manager enters into an agreement
substantially on the same terms as the relevant provisions of this
Agreement or on such terms as are satisfactory to the Fifth Issuer
and the Security Trustee and the Fifth Issuer Cash Manager shall
not be released from its obligations under the relevant provisions
of this Agreement until such substitute cash manager has entered
into such new agreement and the rights of the Fifth Issuer under
such agreement are charged in favour of the Security Trustee on
terms satisfactory to the Security Trustee; and
(e) the then current ratings (if any) of the Fifth Issuer Notes are
not adversely affected as a result thereof.
12.3 EFFECT OF TERMINATION
(a) On and after termination of the appointment of the Fifth Issuer Cash
Manager under this Agreement pursuant to this CLAUSE 12, all authority and
power of the Fifth Issuer Cash Manager under this Agreement shall be
terminated and be of no further effect and the Fifth Issuer Cash Manager
shall not thereafter hold itself out in any way as the agent of the Fifth
Issuer or the Security Trustee pursuant to this Agreement.
(b) Upon termination of the appointment of the Fifth Issuer Cash Manager under
this Agreement pursuant to this CLAUSE 12, the Fifth Issuer Cash Manager
shall:
(i) forthwith deliver (and in the meantime hold on trust for, and to the
order of, the Fifth Issuer or the Security Trustee, as the case may
be) to the Fifth Issuer or the Security Trustee, as the case may be
or as it shall direct in writing, all books of account, papers,
records, registers, correspondence and documents in its possession
or under its control relating to the affairs of or belongings of the
Fifth Issuer or the Security Trustee, as the case may be, (if
practicable, on the date of receipt) any monies then held by the
Fifth Issuer Cash Manager on behalf of the Fifth Issuer, the
Security Trustee and any other assets of the Fifth Issuer and the
Security Trustee;
(ii) take such further action as the Fifth Issuer or the Security
Trustee, as the case may be, may reasonably direct at the expense of
the Fifth Issuer or the Security Trustee, as the case may be
(including in relation to the appointment of a substitute cash
manager) provided that the Security Trustee shall not be required to
take or direct to be taken such further action unless it has been
indemnified and/or secured to its satisfaction;
(iii) provide all relevant information contained on computer records in
the form of magnetic tape, together with details of the layout of
the files encoded on such magnetic tapes; and
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(iv) co-operate and consult with and assist the Fifth Issuer or the
Security Trustee or its nominee, as the case may be, (which shall,
for the avoidance of doubt, include any Receiver appointed by it)
for the purposes of explaining the file layouts and the format of
the magnetic tapes generally containing such computer records on the
computer system of the Fifth Issuer or the Security Trustee or such
nominee, as the case may be.
12.4 NOTICE OF EVENT OF DEFAULT
The Fifth Issuer Cash Manager shall deliver to the Fifth Issuer and the
Security Trustee as soon as reasonably practicable but in any event
within three London Business Days of becoming aware thereof a notice of
any Fifth Issuer Cash Manager Termination Event or any Fifth Issuer Note
Event of Default or any event which with the giving of notice or expiry
of any grace period or certification, as specified in such Fifth Issuer
Cash Manager Termination Event or Fifth Issuer Note Event of Default
would constitute the same.
12.5 GENERAL PROVISIONS RELATING TO TERMINATION
(a) Termination of the appointment of the Fifth Issuer Cash Manager under this
Agreement shall be without prejudice to the liabilities of the Fifth
Issuer and the Security Trustee to the Fifth Issuer Cash Manager or vice
versa incurred before the date of such termination. The Fifth Issuer Cash
Manager shall have no right of set-off or any lien in respect of such
amounts against amounts held by it on behalf of the Fifth Issuer or the
Security Trustee.
(b) This Agreement shall terminate at such time as the Fifth Issuer Secured
Obligations have been fully discharged.
(c) On termination of the appointment of the Fifth Issuer Cash Manager under
the provisions of this CLAUSE 12, the Fifth Issuer Cash Manager shall be
entitled to receive all fees and other moneys accrued up to (but
excluding) the date of termination but shall not be entitled to any other
or further compensation. The Fifth Issuer shall pay such moneys so
receivable by the Fifth Issuer Cash Manager in accordance with the Fifth
Issuer Pre-Enforcement Revenue Priority of Payments or, as the case may
be, the Fifth Issuer Post-Enforcement Priority of Payments, on the dates
on which they would otherwise have fallen due hereunder. Such termination
shall not affect the Fifth Issuer Cash Manager's rights to receive payment
of all amounts (if any) due to it from the Fifth Issuer other than under
this Agreement.
(d) Any provision of this Agreement which is stated to continue after
termination of this Agreement shall remain in full force and effect
notwithstanding termination.
13. FURTHER ASSURANCE
13.1 CO-OPERATION, ETC.
The parties to this Agreement 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.
13.2 POWERS OF ATTORNEY
Without prejudice to the generality of CLAUSE 13.1, the Fifth Issuer and
the Security Trustee shall upon request by the Fifth Issuer Cash Manager
forthwith give to the Fifth Issuer Cash Manager such further powers of
attorney or other written authorisations, mandates or
13
instruments as are necessary to enable the Fifth Issuer Cash Manager to
perform the Fifth Issuer Cash Management Services.
13.3 CHANGE OF SECURITY TRUSTEE
In the event that there is any change in the identity of the Security
Trustee or an additional security trustee is appointed in accordance with
the Fifth Issuer Deed of Charge, the Fifth Issuer Cash Manager shall
execute such documents with any other parties to this Agreement and take
such actions as such new security trustee may reasonably require for the
purposes of vesting in such new security trustee the rights of the
Security Trustee under this Agreement and under the Fifth Issuer Deed of
Charge and releasing the retiring Security Trustee from further
obligations thereunder.
13.4 NO OBLIGATION ON SECURITY TRUSTEE
Nothing contained in this Agreement shall impose any obligation or
liability on the Security Trustee to assume or perform any of the
obligations of the Fifth Issuer or the Fifth Issuer Cash Manager under
this Agreement or render it liable for any breach thereof.
14. MISCELLANEOUS
14.1 NO SET-OFF
The Fifth Issuer Cash Manager agrees that it will not:
(a) set-off or purport to set-off any amount which either the Fifth
Issuer is or will become obliged to pay to it under this Agreement
against any amount from time to time standing to the credit of or
to be credited to any Fifth Issuer Account; or
(b) make or exercise any claims or demands, any rights of counterclaim
or any other equities against or withhold payment of any and all
sums of money which may at any time and from time to time be
standing to the credit of any Fifth Issuer Account.
14.2 NO PETITION
The Fifth Issuer Cash Manager agrees that for so long as any Fifth Issuer
Notes are outstanding it will not petition or commence proceedings for
the administration or winding-up of the Fifth Issuer or participate in
any such proceedings with regard thereto or file documents with the court
for the appointment of an administrator in relation to the Fifth Issuer
or serve a notice of intention to appoint an administrator in relation to
the Fifth Issuer.
14.3 NO RECOURSE
(a) In relation to all sums due and payable by the Fifth Issuer to the Fifth
Issuer Cash Manager, the Fifth Issuer Cash Manager agrees that it shall
have recourse only to sums paid to or received by (or on behalf of) the
Fifth Issuer pursuant to the provisions of the Fifth Issuer Transaction
Documents.
(b) For the avoidance of doubt, the Security Trustee shall not be liable to
pay any amounts due under CLAUSES 7 and 9, and without prejudice to the
obligations of the Fifth Issuer, nor shall it be liable to pay any amounts
due to any Receiver appointed pursuant to the Fifth Issuer Deed of Charge
in respect of such amounts.
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(c) Notwithstanding any other provisions of this Agreement, all obligations
to, and rights of, the Security Trustee under or in connection with this
Agreement (other than its obligations under CLAUSE 15) shall automatically
terminate upon the discharge in full of all Fifth Issuer Secured
Obligations, PROVIDED THAT this shall be without prejudice to any claims
in respect of such obligations and rights arising on or prior to such
date.
15. CONFIDENTIALITY
During the continuance of this Agreement or after its termination, each
of the Fifth Issuer, the Fifth Issuer Cash Manager and the Security
Trustee shall use its best endeavours not to disclose to any person, firm
or company any information relating to the business, finances or other
matters of a confidential nature of any other party to this agreement of
which it may exclusively by virtue of being party to the Transaction
Documents have become possessed and shall use all reasonable endeavours
to prevent any such disclosure as aforesaid, PROVIDED HOWEVER THAT the
provisions of this CLAUSE 15 shall not apply:
(a) to any information already known to the recipient otherwise than
as a result of entering into any of the Transaction Documents;
(b) to any information subsequently received by the recipient which it
would otherwise be free to disclose;
(c) to any information which is or becomes public knowledge otherwise
than as a result of the conduct of the recipient;
(d) to any extent that the recipient is required to disclose the same
pursuant to any law or order of any court of competent
jurisdiction or pursuant to any direction, request or requirement
(whether or not having the force of law) of any central bank or
any governmental or other authority (including, without
limitation, any official bank examiners or regulators);
(e) to the extent that the recipient needs to disclose the same for
determining the existence of, or declaring, a Fifth Issuer Note
Event of Default, or a Fifth Issuer Cash Manager Termination
Event, the protection or enforcement of any of its rights under
any of the Transaction Documents or in connection herewith or
therewith or for the purpose of discharging, in such manner as it
thinks fit, its duties under or in connection with such agreements
in each case to such persons as require to be informed of such
information for such purposes; or
(f) in relation to any information disclosed to the professional
advisers of the recipient or (in connection with a prospective
rating of any debt to be issued by the Fifth Issuer or any New
Issuer) to any Rating Agency or any prospective new cash manager
or Security Trustee.
16. 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 17.00 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:
15
(a) in the case of the Fifth Issuer Cash Manager, to Halifax plc at
▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇/▇/▇/▇▇▇), ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) for the attention of the
Head of Mortgage Securitisation with a copy to HBOS Treasury
Services plc, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile no.
▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of Head of Capital Markets
and Securitisation;
(b) in the case of the Fifth Issuer, to Permanent Financing (No. 5)
PLC at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of the
Directors with a copy to Halifax plc at ▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇/▇/▇/▇▇▇),
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number +44 (0) 113 235
7511) for the attention of the Head of Mortgage Securitisation;
and
(c) in the case of the Security Trustee, to The Bank of New York, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number +44 (0)
20 7964 6399) for the attention of Global Structured Finance -
Corporate Trust,
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 16.
17. VARIATION AND WAIVER
No variation or waiver of this Agreement shall be effective unless it is
in writing and signed 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. NO PARTNERSHIP
It is hereby acknowledged and agreed by the parties that nothing in this
Agreement shall be construed as giving rise to any partnership between
any of the parties.
19. ASSIGNMENT
19.1 ASSIGNMENT BY THE FIFTH ISSUER
The Fifth Issuer may not assign or transfer any of its rights and
obligations under this Agreement without the prior written consent of
each of the Security Trustee and the Fifth Issuer Cash Manager, except
that the Fifth Issuer may assign its respective rights hereunder without
such consent pursuant to the Fifth Issuer Deed of Charge.
19.2 NO ASSIGNMENT BY FIFTH ISSUER CASH MANAGER
The Fifth Issuer Cash Manager may not assign or transfer any of its
rights and obligations under this Agreement without the prior written
consent of the Fifth Issuer and the Security Trustee, such consent not to
be unreasonably withheld or delayed.
20. EXCLUSION OF THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of this
Agreement, but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
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21. COUNTERPARTS
This Agreement may be executed in any number of counterparts (manually or
by facsimile) each of which, when executed and delivered, shall
constitute an original, but all the counterparts shall together
constitute but one and the same instrument provided, however, that this
Agreement shall have no force or effect until it is executed by the last
party to execute the same and shall be deemed to have been executed and
delivered in the place where such last party executed this Agreement.
22. GOVERNING LAW
This Agreement is governed by, and shall be construed in accordance with,
the laws of England.
23. SUBMISSION TO JURISDICTION
Each party to this Agreement hereby irrevocably submits to the non-
exclusive jurisdiction of the English courts in any action or proceeding
arising out of or relating to this Agreement, and hereby irrevocably
agrees that all claims in respect of such action or proceeding may be
heard and determined by such courts. Each party to this Agreement hereby
irrevocably waives, to the fullest extent it may possibly do so, any
defence or claim that the English courts are an inconvenient forum for
the maintenance or hearing of such action or proceeding.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed the
day and year first before written.
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SCHEDULE 1
CASH MANAGEMENT SERVICES
The Fifth Issuer Cash Manager shall:
(a) operate the Fifth Issuer Accounts and ensure that payments are made into
and from such accounts in accordance with this Agreement, the Fifth
Issuer Deed of Charge, the Fifth Issuer Bank Account Agreement and any
other relevant Fifth Issuer Transaction Document, PROVIDED HOWEVER THAT
nothing herein shall require the Fifth Issuer Cash Manager to make funds
available to the Fifth Issuer to enable such payments to be made other
than as expressly required by the provisions of this Agreement;
(b) keep records for all taxation purposes (including, without limitation,
those relating to VAT);
(c) subject to any applicable law, assist the Auditors of the Fifth Issuer
and provide such information to them as they may reasonably request for
the purpose of carrying out their duties as auditors of the Fifth Issuer;
(d) make all filings, give all notices and make all registrations and other
notifications required in the day-to-day operation of the business of the
Fifth Issuer or required to be given by the Fifth Issuer pursuant to the
Fifth Issuer Transaction Documents;
(e) arrange for all payments due to be made by the Fifth Issuer under any of
the Fifth Issuer Transaction Documents, PROVIDED THAT such moneys are at
the relevant time available to the Fifth Issuer and PROVIDED FURTHER THAT
nothing herein shall constitute a guarantee by the Fifth Issuer Cash
Manager of all or any of the obligations of the Fifth Issuer under any of
the Fifth Issuer Transaction Documents;
(f) without prejudice to the role of and in conjunction with the Fifth Issuer
Corporate Services Provider under the Fifth Issuer Corporate Services
Agreement, keep general books of account and records of the Fifth Issuer;
provide accounting services, including reviewing receipts and payments,
supervising and assisting in the preparation of interim statements and
final accounts and supervising and assisting in the preparation of tax
returns;
(g) without prejudice to the role of and in conjunction with the Fifth Issuer
Corporate Services Provider under the Fifth Issuer Corporate Services
Agreement, provide or procure the provision of company secretarial and
administration services to the Fifth Issuer including the keeping of all
registers and the making of all returns and filings required by
applicable law or by UK regulatory authorities, co-operate in the
convening of board and general meetings and provide registered office
facilities;
(h) on behalf of the Fifth Issuer, PROVIDED THAT monies are at the relevant
time available to the Fifth Issuer, pay all out-of-pocket expenses of the
Fifth Issuer, incurred by the Fifth Issuer Cash Manager on behalf of the
Fifth Issuer in the performance of the Fifth Issuer Cash Manager's duties
hereunder including without limitation:
(i) all Taxes which may be due or payable by the Fifth Issuer;
(ii) all necessary filing and other fees in compliance with regulatory
requirements;
(iii) all legal and audit fees and other professional advisory fees; and
18
(iv) all communication expenses including postage, courier and telephone
charges;
(i) with the prior written consent of the Security Trustee, invest monies
standing from time to time to the credit of a Fifth Issuer Account in
Authorised Investments, subject to the following provisions:
(i) any such Authorised Investment shall be made in the joint names of
the Fifth Issuer and the Security Trustee;
(ii) any costs properly and reasonably incurred in making and changing
Authorised Investments will be reimbursed to the Fifth Issuer Cash
Manager and the Security Trustee by the Fifth Issuer; and
(iii) all income and other distributions arising on, or proceeds following
the disposal or maturity of, Authorised Investments shall be
credited to the relevant Fifth Issuer Account.
The Security Trustee and the Fifth Issuer Cash Manager shall not be
responsible (save where any loss results from the Security Trustee's or
the Fifth Issuer Cash Manager's, as the case may be, own fraud, wilful
default or negligence or that of their respective officers or employees)
for any loss occasioned by reason of any such Authorised Investments
whether by depreciation in value or otherwise provided that such
Authorised Investments were made in accordance with the above provisions;
(j) (i) if necessary, perform all currency conversions free of charge,
cost or expense at the relevant exchange rate;
(ii) if necessary, perform all interest rate conversions (whether it be a
conversion from a floating rate of interest to a fixed rate of
interest, or vice versa) free of charge, cost or expense at the
relevant interest swap rate; and
(iii) for the purposes of any calculations referred to in sub- paragraphs
(i) and (ii) above, all percentages resulting from such calculations
will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point (e.g. 9.876541 per cent. (or 0.09876541) being
rounded down to 9.87654 per cent. (or 0.0987654)) and (ii) any
currency amounts used in or resulting from such calculations will be
rounded in accordance with the relevant market practice;
(k) make all returns and filings required to be made by the Fifth Issuer and
provide or procure the provision of company secretarial and
administration services to the Fifth Issuer; and
(l) arrange payment of all fees to the London Stock Exchange plc or, as
applicable, the UK Listing Authority of the Financial Services Authority.
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SCHEDULE 2
CASH MANAGEMENT AND MAINTENANCE OF LEDGERS
1. DETERMINATION
(a) On each Fifth Issuer Note Determination Date, the Fifth Issuer Cash
Manager shall determine each of the following in accordance with this
paragraph 1:
(i) the amount of any Fifth Issuer Principal Receipts and Fifth Issuer
Revenue Receipts available as at the following Interest Payment
Date; and
(ii) the Principal Amount Outstanding of the Fifth Issuer Notes, the
Pool Factor, and the Note Principal Payment of the Fifth Issuer
Notes in accordance with the Conditions.
(b) (i) The Fifth Issuer Cash Manager may make all the determinations
referred to in paragraph 1 (a) on the basis of any reasonable and
proper assumptions as the Fifth Issuer Cash Manager considers
appropriate (including without limitation as to the amount of any
payments to be made under paragraph 3 below during the period from
and including the Fifth Issuer Note Determination Date to but
excluding the next Interest Payment Date).
(ii) The Fifth Issuer Cash Manager shall on request notify the Fifth
Issuer and the Security Trustee in writing of any such other
assumptions and shall take account of any representations made by
the Fifth Issuer and the Security Trustee (as the case may be) in
relation thereto.
(c) Each determination made in accordance with this paragraph 1 shall (in the
absence of fraud, wilful default, negligence and/or manifest error) be
final and binding on all persons.
2. NOTIFICATION OF DETERMINATIONS
(a) The Fifth Issuer Cash Manager will cause each determination of Fifth
Issuer Available Funds to be notified forthwith to the Fifth Issuer.
(b) The Fifth Issuer Cash Manager shall procure that the determinations and
notifications required to be made pursuant to Condition 5(C) of the
Conditions are made.
(c) The Fifth Issuer Cash Manager will promptly notify the Fifth Issuer and
each Calculation Agent (as defined in each of the Funding 1 Swap
Agreement and each relevant Fifth Issuer Swap Agreement) of the relevant
Note Principal Payment determined in accordance with paragraph 1(a)(ii)
above.
3. PRIORITY OF PAYMENTS FOR FIFTH ISSUER REVENUE RECEIPTS
Fifth Issuer Revenue Receipts will be applied, as applicable:
(i) on each Interest Payment Date; or
(ii) on each day when due in respect of amounts due to third parties
pursuant to paragraph (b) below or amounts due to the Fifth Issuer
Account Bank under the Fifth Issuer Bank Account Agreement pursuant
to paragraph (d) below,
20
in each case until enforcement of the Fifth Issuer Security pursuant to
the Fifth Issuer Deed of Charge or until such time as there are no Fifth
Issuer Secured Obligations outstanding, in making such payments and
provisions in the following order of priority (in each case only if and
to the extent that payments or provisions of a higher priority have been
made in full and to the extent that such withdrawal does not cause the
Fifth Issuer Transaction Account to become overdrawn) (the FIFTH ISSUER
PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS):
(a) first, pari passu and pro rata, to pay amounts due to:
(i) the Security Trustee, together with interest and any amount
in respect of VAT on those amounts, and to provide for any
amounts due or to become due during the following Interest
Period to the Security Trustee under the Fifth Issuer Deed
of Charge;
(ii) the Note Trustee, together with interest and any amount in
respect of VAT on those amounts, and to provide for any
amounts due or to become due during the following Interest
Period to the Note Trustee under the Fifth Issuer Trust
Deed; and
(iii) the Agent Bank, the Paying Agents, the Registrar and the
Transfer Agent, together with interest and any amount in
respect of VAT on those amounts, and any costs, charges
liabilities and expenses then due or to become due during
the following Interest Period to the Agent Bank, the
Registrar, the Transfer Agent and the Paying Agents under
the Fifth Issuer Paying Agent and Agent Bank Agreement;
(b) secondly, to pay amounts due to any third party creditors of the
Fifth Issuer (other than those referred to later in this order of
priority of payments), which amounts have been incurred without
breach by the Fifth Issuer of the Fifth Issuer Transaction
Documents and for which payment has not been provided for
elsewhere and to provide for any of those amounts expected to
become due and payable during the following Interest Period by the
Fifth Issuer and to pay or discharge any liability of the Fifth
Issuer for corporation tax on any chargeable income or gain of the
Fifth Issuer;
(c) thirdly, pari passu and pro rata, to pay amounts due to the Fifth
Issuer Cash Manager, together with any amount in respect of VAT on
those amounts, and to provide for any amounts due, or to become
due to the Fifth Issuer Cash Manager in the immediately succeeding
Interest Period, under this Agreement and to the Corporate
Services Provider under the Fifth Issuer Corporate Services
Agreement and to the Fifth Issuer Account Bank under the Fifth
Issuer Bank Account Agreement;
(d) fourthly, pari passu and pro rata, to pay:
(i) on each Funding 1 Interest Payment Date amounts due to the
Series 1 Class A Fifth Issuer Swap Provider in respect of
the Series 1 Class A Fifth Issuer Swap (including any
termination payment but excluding any related Fifth Issuer
Swap Excluded Termination Amount) and from amounts received
from the Series 1 Class A Fifth Issuer Swap Provider to pay
on each Interest Payment Date interest due and payable on
the Series 1 Class A Fifth Issuer Notes;
(ii) amounts due to the Series 2 Class A Fifth Issuer Swap
Provider in respect of the Series 2 Class A Fifth Issuer
Swap (including any termination payment
21
but excluding any related Fifth Issuer Swap Excluded
Termination Amount) and from amounts received from the Series
2 Class A Fifth Issuer Swap Provider to pay on each Interest
Payment Date interest due and payable on the Series 2 Class A
Fifth Issuer Notes;
(iii) amounts due to the Series 3 Class A Fifth Issuer Swap
Provider in respect of the Series 3 Class A Fifth Issuer
Swap (including any termination payment but excluding any
related Fifth Issuer Swap Excluded Termination Amount) and
from amounts received from the Series 3 Class A Fifth Issuer
Swap Provider in relation to such swap to pay on each
Interest Payment Date interest due and payable on the Series
3 Class A Fifth Issuer Notes;
(iv) amounts due to the Series 4 Class A Fifth Issuer Swap
Provider in respect of the Series 4 Class A Fifth Issuer
Swap (including any termination payment but excluding any
related Fifth Issuer Swap Excluded Termination Amount) and
from amounts received from the Series 4 Class A Fifth Issuer
Swap Provider in relation to such swap to pay on each
Interest Payment Date interest due and payable on the Series
4 Class A Fifth Issuer Notes;
(v) amounts due to the Series 5 Class A1 Fifth Issuer Euro
Currency Swap Provider in respect of the Series 5 Class A1
Fifth Issuer Euro Currency Swap (including any termination
payment but excluding any related Fifth Issuer Swap Excluded
Termination Amount) and from amounts received from the
Series 5 Class A1 Fifth Issuer Euro Currency Swap Provider
in relation to such swap to pay on each Interest Payment
Date amounts due and payable to the Series 5 Class A1 Fifth
Issuer Interest Rate Swap Provider in respect of the Series
5 Class A1 Fifth Issuer Interest Rate Swap (including any
termination payment but excluding any related Fifth Issuer
Swap Excluded Termination Amount) and from amounts received
from the Series 5 Class A1 Fifth Issuer Interest Rate Swap
Provider in relation to such swap to pay interest due and
payable on the Series 5 Class A1 Fifth Issuer Notes; and
(vi) interest due and payable on the Series 5 Class A2 Fifth
Issuer Notes;
(e) fifthly, pari passu and pro rata, to pay:
(i) amounts due to the Series 1 Class B Fifth Issuer Swap
Provider in respect of the Series 1 Class B Fifth Issuer
Swap (including any termination payment but excluding any
related Fifth Issuer Swap Excluded Termination Amount) and
from amounts received from the Series 1 Class B Fifth Issuer
Swap Provider in relation to such swap to pay on each
Interest Payment Date interest due and payable on the Series
1 Class B Fifth Issuer Notes;
(ii) amounts due to the Series 2 Class B Fifth Issuer Swap
Provider in respect of the Series 2 Class B Fifth Issuer
Swap (including any termination payment but excluding any
related Fifth Issuer Swap Excluded Termination Amount) and
from amounts received from the Series 2 Class B Fifth Issuer
Swap Provider in relation to such swap to pay on each
Interest Payment Date interest due and payable on the Series
2 Class B Fifth Issuer Notes;
(iii) amounts due to the Series 3 Fifth Class B Issuer Swap
Provider in respect of the Series 3 Class B Fifth Issuer
Swap (including any termination payment but excluding any
related Fifth Issuer Swap Excluded Termination Amount) and
from amounts received from the Series 3 Class B Fifth Issuer
Swap
22
Provider in relation to such swap to pay on each Interest
Payment Date interest due and payable on the Series 3 Class
B Fifth Issuer Notes;
(iv) amounts due to the Series 4 Class B Fifth Issuer Swap
Provider in respect of the Series 4 Class B Fifth Issuer
Swap (including any termination payment but excluding any
related Fifth Issuer Swap Excluded Termination Amount) and
from amounts received from the Series 4 Class B Fifth Issuer
Swap Provider in relation to such swap to pay on each
Interest Payment Date interest due and payable on the Series
4 Class B Fifth Issuer Notes; and
(v) interest due and payable on the Series 5 Class B Fifth
Issuer Notes;
(f) sixthly, pari passu and pro rata, to pay:
(i) amounts due to the Series 1 Fifth Class C Issuer Swap
Provider in respect of the Series 1 Class C Fifth Issuer
Swap (including any termination payment but excluding any
related Fifth Issuer Swap Excluded Termination Amount) and
from amounts received from the Series 1 Class C Fifth Issuer
Swap Provider in relation to such swap to pay on each
Interest Payment Date interest due and payable on the Series
1 Class C Fifth Issuer Notes;
(ii) amounts due to the Series 2 Fifth Class C Issuer Swap
Provider in respect of the Series 2 Class C Fifth Issuer
Swap (including any termination payment but excluding any
related Fifth Issuer Swap Excluded Termination Amount) and
from amounts received from the Series 2 Class C Fifth Issuer
Swap Provider in relation to such swap to pay on each
Interest Payment Date interest due and payable on the Series
2 Class C Fifth Issuer Notes;
(iii) amounts due to the Series 3 Fifth Class C Issuer Swap
Provider in respect of the Series 3 Class C Fifth Issuer
Swap (including any termination payment but excluding any
related Fifth Issuer Swap Excluded Termination Amount) and
from amounts received from the Series 3 Class C Fifth Issuer
Swap Provider in relation to such swap to pay on each
Interest Payment Date interest due and payable on the Series
3 Class C Fifth Issuer Notes;
(iv) amounts due to the Series 4 Fifth Class C Issuer Swap
Provider in respect of the Series 4 Class C Fifth Issuer
Swap (including any termination payment but excluding any
related Fifth Issuer Swap Excluded Termination Amount) and
from amounts received from the Series 4 Class C Fifth Issuer
Swap Provider in relation to such swap to pay on each
Interest Payment Date interest due and payable on the Series
4 Class C Fifth Issuer Notes; and
(v) interest due and payable on the Series 5 Class C Fifth
Issuer Notes;
(g) seventhly, pari passu and pro rata, to pay any termination payment
due to:
(i) the Series 1 Fifth Issuer Swap Provider following a Fifth
Issuer Swap Provider Default or a Fifth Issuer Swap Provider
Downgrade Termination Event in respect of the Series 1 Fifth
Issuer Swap Provider;
(ii) the Series 2 Fifth Issuer Swap Provider following a Fifth
Issuer Swap Provider Default or a Fifth Issuer Swap Provider
Downgrade Termination Event in respect of the Series 2 Fifth
Issuer Swap Provider;
23
(iii) the Series 3 Fifth Issuer Swap Provider following a Fifth
Issuer Swap Provider Default or a Fifth Issuer Swap Provider
Downgrade Termination Event in respect of the Series 3 Fifth
Issuer Swap Provider;
(iv) the Series 4 Fifth Issuer Swap Provider following a Fifth
Issuer Swap Provider Default or a Fifth Issuer Swap Provider
Downgrade Termination Event in respect of the Series 4 Fifth
Issuer Swap Provider;
(v) the Series 5 Class A1 Fifth Issuer Euro Currency Swap
Provider following a Fifth Issuer Swap Provider Default or a
Fifth Issuer Swap Provider Downgrade Termination Event in
respect of the applicable Series 5 Fifth Issuer Swap
Provider; and
(vi) the Series 5 Class A1 Fifth Issuer Interest Rate Swap
Provider following a Fifth Issuer Swap Provider Default or a
Fifth Issuer Swap Provider Downgrade Termination Event in
respect of the applicable Series 5 Fifth Issuer Swap
Provider;
(h) eighthly, to the Fifth Issuer, an amount equal to 0.01 per cent.
of the interest received on the Fifth Issuer Term Advances, to be
retained by the Fifth Issuer as profit; and
(i) ninthly, to pay to shareholders of the Fifth Issuer any dividend
declared by the Fifth Issuer.
4. PRIORITY OF PAYMENTS FOR FIFTH ISSUER PRINCIPAL RECEIPTS
Subject to Condition 5 of the Fifth Issuer Notes, until enforcement of
the Fifth Issuer Security pursuant to the Fifth Issuer Deed of Charge or
until such time as there are no Fifth Issuer Notes outstanding, Fifth
Issuer Principal Receipts will be applied as follows:
(a) the Series 1 Class A Fifth Issuer Notes shall be redeemed on the
relevant Interest Payment Date in an amount equal to the amount,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 1 Term AAA Advance, converted into Dollars at the
relevant Dollar Currency Exchange Rate;
(b) the Series 2 Class A Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 2 Term AAA Advance, converted into Dollars at the
relevant Dollar Currency Exchange Rate;
(c) the Series 3 Class A Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 3 Term AAA Advance, converted into Dollars at the
relevant Dollar Currency Exchange Rate;
(d) the Series 4 Class A Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 4 Term AAA Advance, converted into Euro at the Euro
Currency Exchange Rate;
(e) the Series 5 Class A1 Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 5A1 Term AAA Advance, converted into Euro at the
Euro Currency Exchange Rate;
24
(f) the Series 5 Class A2 Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 5A2 Term AAA Advance;
(g) the Series 1 Class B Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 1 Term AA Advance, converted into Dollars at the
relevant Dollar Currency Exchange Rate;
(h) the Series 2 Class B Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 2 Term AA Advance, converted into Dollars at the
relevant Dollar Currency Exchange Rate;
(i) the Series 3 Class B Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 3 Term AA Advance, converted into Dollars at the
relevant Dollar Currency Exchange Rate;
(j) the Series 4 Class B Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 4 Term AA Advance, converted into Euro at the
relevant Euro Currency Exchange Rate;
(k) the Series 5 Class B Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 5 Term AA Advance;
(l) the Series 1 Class C Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 1 Term BBB Advance, converted into Dollars at the
relevant Dollar Currency Exchange Rate;
(m) the Series 2 Class C Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 2 Term BBB Advance, converted into Dollars at the
relevant Dollar Currency Exchange Rate;
(n) the Series 3 Class C Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 3 Term BBB Advance, converted into Dollars at the
relevant Dollar Currency Exchange Rate; and
(o) the Series 4 Class C Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 4 Term BBB Advance, converted into Euro at the
relevant Euro Currency Exchange Rate;
(p) the Series 5 Class C Fifth Issuer Notes shall be redeemed on each
Interest Payment Date in an amount equal to the amount, if any,
repaid on that Interest Payment Date in respect of the Fifth
Issuer Series 5 Term BBB Advance.
25
SCHEDULE 3
FORM OF FIFTH ISSUER QUARTERLY REPORT
PERMANENT FINANCING (NO. 5) PLC
PROFIT & LOSS ACCOUNT
PERIOD ENDED
This Quarter Prior Quarter
{pound-sterling} {pound-sterling}
----------------------------------
Interest Receivable - Inter-Company Loan
Interest Receivable - Cash Deposits
----------------------------------
Interest Payable - Notes
Interest Payable
----------------------------------
----------------------------------
Net Operating Income
Other Income
Insurance Commission
Operating Expenses
----------------------------------
Profit/loss on ordinary activities
before tax
Taxation
----------------------------------
Profit/loss on ordinary activities
after tax
Dividend
Retained profit brought forward
-----------------------------------
Retained profit for the year
===================================
26
PERMANENT FINANCING (NO. 5) PLC
BALANCE SHEET
PERIOD ENDED
{pound-sterling} {pound-sterling}
FIXED ASSET INVESTMENTS
Inter Company Lending
CURRENT ASSETS
Interest Receivable
Other debtors
Cash at Bank
-----------------
-----------------
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Accruals
Interest Payable Accrual
Taxation
-----------------
-----------------
Net current assets
CREDITORS: AMOUNTS FALLING DUE AFTER ONE YEAR
Amount due to Noteholders
-------------------
Total Assets less current liabilities
===================
Share Capital
Reserves
-------------------
===================
Diff
27
PERMANENT FINANCING (NO. 5) PLC
NOTES OUTSTANDING
PERIOD ENDED
SERIES 1 CLASS A SERIES 2 CLASS A SERIES 3 CLASS A SERIES 4 CLASS A SERIES 5 CLASS A1 SERIES 5 CLASS A2
▇▇▇▇▇'▇ Current Rating P-1 Aaa Aaa Aaa Aaa Aaa
Fitch Current Rating F1+ AAA AAA AAA AAA AAA
S&P Current Rating A-1+ AAA AAA AAA AAA AAA
SERIES 1 CLASS B SERIES 2 CLASS B SERIES 3 CLASS B SERIES 4 CLASS B SERIES 5 CLASS B
▇▇▇▇▇'▇ Current Rating ▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Fitch Current Rating AA AA AA AA AA
S&P Current Rating AA AA AA AA AA
SERIES 1 CLASS C SERIES 2 CLASS C SERIES 3 CLASS C SERIES 4 CLASS C SERIES 5 CLASS C
▇▇▇▇▇'▇ Current Rating ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Fitch Current Rating BBB BBB BBB BBB BBB
S&P Current Rating BBB BBB BBB BBB BBB
SERIES 1 CLASS A SERIES 2 CLASS A SERIES 3 CLASS A SERIES 4 CLASS A SERIES 5 CLASS A1 SERIES 5 CLASS A2
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note Principal
SERIES 1 CLASS B SERIES 2 CLASS B SERIES 3 CLASS B SERIES 4 CLASS B SERIES 5 CLASS B
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note Principal
SERIES 1 CLASS C SERIES 2 CLASS C SERIES 3 CLASS C SERIES 4 CLASS C SERIES 5 CLASS C
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note Principal
SERIES 1 CLASS A SERIES 2 CLASS A SERIES 3 CLASS A SERIES 4 CLASS A SERIES 5 CLASS A1 SERIES 5 CLASS A2
Note Interest Margins
Step Up Dates
Step Up Margins
SERIES 1 CLASS B SERIES 2 CLASS B SERIES 3 CLASS B SERIES 4 CLASS B SERIES 5 CLASS B
Note Interest Margins
Step Up Dates
Step Up Margins
SERIES 1 CLASS C SERIES 2 CLASS C SERIES 3 CLASS C SERIES 4 CLASS C SERIES 5 CLASS C
Note Interest Margins
Step Up Dates
Step Up Margins
28
SERIES 1 CLASS A SERIES 2 CLASS A SERIES 3 CLASS A SERIES 4 CLASS A SERIES 5 CLASS A1 SERIES 5 CLASS A2
Interest Payment Cycle
Interest Payment Date
Next Interest Payment Date.
SERIES 1 CLASS B SERIES 2 CLASS B SERIES 3 CLASS B SERIES 4 CLASS B SERIES 5 CLASS B
Interest Payment Cycle
Interest Payment Date
Next Interest Payment Date.
SERIES 1 CLASS C SERIES 2 CLASS C SERIES 3 CLASS C SERIES 4 CLASS C SERIES 5 CLASS C
Interest Payment Cycle
Interest Payment Date
Next Interest Payment Date.
29
SIGNATORIES
SIGNED by )
as attorney for and on behalf of )
HALIFAX PLC in the presence of: ) (as attorney as aforesaid)
Witness's signature:
Name:
Address:
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 5) PLC )
SIGNED by )
for and on behalf of )
THE BANK OF NEW YORK )
30