AMENDED AND RESTATED MASTER ISSUER CASH EXHIBIT 4.9
MANAGEMENT AGREEMENT
21 NOVEMBER 2007
PERMANENT MASTER ISSUER PLC
(AS MASTER ISSUER)
AND
BANK OF SCOTLAND PLC
(AS MASTER ISSUER CASH MANAGER)
AND
THE BANK OF NEW YORK
(AS MASTER ISSUER SECURITY TRUSTEE)
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation.......................................1
2. Appointment of Master Issuer Cash Manager............................2
3. Master Issuer Cash Management Services...............................2
4. Payments, Accounts, Ledgers..........................................3
5. No Liability.........................................................9
6. Costs and Expenses...................................................9
7. Information..........................................................9
8. Remuneration........................................................11
9. Covenants of Master Issuer Cash Manager.............................11
10. Non-Exclusivity.....................................................12
11. Termination.........................................................12
12. Further Assurance...................................................15
13. New Notes...........................................................15
14. Miscellaneous.......................................................15
15. Confidentiality.....................................................16
16. Notices.............................................................16
17. Variation and Waiver................................................17
18. No Partnership......................................................17
19. Assignment..........................................................17
20. Exclusion of Third Party Rights.....................................18
21. Counterparts........................................................18
22. Governing Law.......................................................18
23. Submission to Jurisdiction..........................................18
SCHEDULE
1. Master Issuer Cash Management Services..............................19
2. Cash Management and Maintenance of Ledgers..........................21
3. Form of Master Issuer Quarterly Report..............................30
Signatories..................................................................33
THIS AMENDED AND RESTATED MASTER ISSUER CASH MANAGEMENT AGREEMENT (this
AGREEMENT) is made as a deed on 21 November 2007
BETWEEN:
(1) PERMANENT MASTER ISSUER PLC (registered number 5922774), a public
limited company incorporated under the laws of England and Wales,
whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(the MASTER ISSUER);
(2) BANK OF SCOTLAND PLC (registered number SC327000) (formerly The
Governor and Company of the Bank of Scotland), a public limited
company incorporated under the laws of Scotland whose registered
office is at ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (acting in its capacity as
the MASTER ISSUER CASH MANAGER); and
(3) THE BANK OF NEW YORK, a New York banking corporation whose London
branch address is at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its
capacity as the MASTER ISSUER SECURITY TRUSTEE, which expression shall
include such company and all other persons and companies for the time
being acting as security trustee under the Master Issuer Deed of
Charge).
WHEREAS:
(A) On the Initial Closing Date and on subsequent Closing Dates the Master
Issuer will issue Notes constituted by the Trust Deed and/or on
subsequent Advance Dates the Master Issuer will borrow Master Issuer
Subordinated Loans pursuant to the Master Issuer Subordinated Loan
Agreements and/or Master Issuer Start-Up Loans pursuant to the Master
Issuer Start-up Loan Agreements. The Master Issuer will make the Rated
Loan Tranches, the Subordinated Loan Tranches and the Start-Up Loan
Tranches available to Funding 2 from the proceeds of the issue of the
Notes, the Master Issuer Subordinated Loans and the Master Issuer
Start-up Loans.
(B) Halifax (then in its capacity as the Master Issuer Cash Manager)
agreed to provide cash management services to the Master Issuer and
the Master Issuer Security Trustee on the terms and subject to the
conditions contained in the Master Issuer Cash Management Agreement.
(C) On the Reorganisation Date, pursuant to the HBOS Group Reorganisation
▇▇▇ ▇▇▇▇, The Governor and Company of the Bank of Scotland was
registered as a public company under the Companies ▇▇▇ ▇▇▇▇ and
changed its name to Bank of Scotland plc and the business and all
property and liabilities of Halifax (including its rights and
obligations under the Master Issuer Cash Management Agreement) were
transferred to Bank of Scotland.
(D) The parties hereto have agreed to amend and restate the Master Issuer
Cash Management Agreement on the date hereof as set out herein.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 The master definitions and construction schedule signed by, amongst
others, the parties to this Agreement and dated 21 November 2007 (as
the same may be amended, varied or supplemented from time to time with
the consent of the parties thereto) (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the amended and restated master issuer
master definitions and construction schedule signed by, amongst
others, the parties to this Agreement and dated 21 November 2007 (as
the same may be amended, varied or supplemented from time to time)
(the MASTER ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) are
expressly and specifically incorporated into this Agreement and,
1
accordingly, the expressions defined in the Master Definitions and
Construction Schedule and the Master Issuer Master Definitions and
Construction Schedule shall, except where the context otherwise
requires and save where otherwise defined herein, have the same
meanings in this Agreement, including the Recitals hereto, and this
Agreement shall be construed in accordance with the interpretation
provisions set out in Clause 3 of the Master Definitions and
Construction Schedule and in Clause 3 of the Master Issuer Master
Definitions and Construction Schedule.
1.2 This Agreement amends and restates the Master Issuer Cash Management
Agreement dated 17 October 2006 (the PRINCIPAL AGREEMENT). As of the
date of this Agreement, any future rights or obligations (excluding
such rights and obligations accrued to the date of this Agreement) of
a party to the Principal Agreement shall be extinguished and shall
instead be governed by this Agreement.
2. APPOINTMENT OF MASTER ISSUER CASH MANAGER
2.1 APPOINTMENT
Until termination pursuant to Clause 11, the Master Issuer and the
Master Issuer Security Trustee (according to their respective estates
and interests) have appointed the Master Issuer Cash Manager as their
lawful agent to provide the Master Issuer Cash Management Services set
out in this Agreement. The Master Issuer Cash Manager has accepted
such appointment on the terms and subject to the conditions of this
Agreement.
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 Master Issuer Cash Manager any powers, rights, authorities,
directions or obligations other than as specified in this Agreement or
any of the other Master Issuer Transaction Documents.
2.3 APPOINTMENT CONDITIONAL UPON ISSUANCE OF NOTES
The appointment pursuant to Clause 2.1 was conditional upon the issue
of Notes on the Initial Closing Date and was effective upon and from
the Initial Closing Date automatically without any further action on
the part of any person PROVIDED THAT if the first issue of Notes had
not occurred by 30 October 2006, or such later date as the Master
Issuer and the Lead Managers may have agreed, this Agreement would
have ceased to be of further effect.
3. MASTER ISSUER CASH MANAGEMENT SERVICES
3.1 GENERAL
The Master Issuer Cash Manager shall provide the services set out in
this Agreement (including, for the avoidance of doubt, the Schedules)
(the MASTER ISSUER CASH MANAGEMENT SERVICES).
3.2 APPROVALS AND AUTHORISATIONS
The Master Issuer Cash Manager shall maintain, or procure the
maintenance of, the approvals, authorisations, consents and licences
required in connection with the business of the Master Issuer and
shall prepare and submit, or procure the preparation and submission
of, on behalf of the Master 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
Master Issuer and shall, so far as it is reasonably able to do so,
perform the Master Issuer Cash Management Services in such a way as
not to prejudice the continuation of any such approvals,
authorisations, consents or licences.
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3.3 COMPLIANCE WITH TRANSACTION DOCUMENTS, ETC.
The Master Issuer Cash Management Services shall include procuring (so
far as the Master Issuer Cash Manager, using its reasonable
endeavours, is able so to do) compliance by the Master Issuer with all
applicable legal requirements and with the terms of the Master Issuer
Transaction Documents, PROVIDED ALWAYS THAT the Master Issuer Cash
Manager shall not lend or provide any sum to the Master Issuer and
that the Master Issuer Cash Manager shall have no liability whatsoever
to the Master Issuer, the Master Issuer Security Trustee or any other
person for any failure by the Master Issuer to make any payment due
under any of the Master Issuer Transaction Documents (other than to
the extent arising from any failure by the Master Issuer Cash Manager
to perform any of its obligations under any of the Master Issuer
Transaction Documents).
3.4 LIABILITY OF MASTER ISSUER CASH MANAGER
(a) The Master Issuer Cash Manager shall indemnify each of the Master
Issuer and the Master Issuer 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 Master Issuer Cash Manager in carrying out its
functions as Master Issuer Cash Manager under, or as a result of a
breach by the Master Issuer Cash Manager of, the terms and provisions
of this Agreement or such other Master Issuer Transaction Documents to
which the Master Issuer Cash Manager is a party (in its capacity as
such) in relation to such functions.
(b) For the avoidance of doubt, the Master Issuer Cash Manager shall not
be liable in respect of any loss, liability, claim, expense or damage
suffered or incurred by the Master Issuer or the Master Issuer
Security Trustee or any other person as a result of the proper
performance of the Master Issuer Cash Management Services by the
Master 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 Master Issuer
Cash Manager under, or as a result of a breach by the Master Issuer
Cash Manager of, the terms and provisions of this Agreement or any of
the other Master Issuer Transaction Documents to which the Master
Issuer Cash Manager is a party (in its capacity as such) in relation
to such functions.
4. PAYMENTS, ACCOUNTS, LEDGERS
4.1 MASTER ISSUER TRANSACTION ACCOUNT
(a) The Master Issuer Cash Manager hereby confirms that the Master Issuer
Transaction Account has been established on or before the date of this
Agreement and that the mandate in the agreed form applied to this
Agreement from the Programme Date. The Master Issuer Cash Manager
undertakes (to the extent to which the same is within its control in
its capacity as Master Issuer Cash Manager) that from the Programme
Date the Master Issuer Transaction Account has been and will continue
to be operative and that the Master Issuer Cash Manager will not
knowingly create or permit to subsist any Security Interest in
relation to the Master Issuer Transaction Account other than as
created under or permitted pursuant to the Master Issuer Deed of
Charge.
(b) The Master Issuer Cash Manager shall procure that the following
amounts are paid into the Master Issuer Transaction Account:
(i) all amounts of interest paid on the Loan Tranches;
(ii) all repayments or prepayments of principal on the Loan
Tranches;
(iii) all amounts received by the Master Issuer pursuant to
the Master Issuer Swap Agreements (excluding the
return or transfer of any Excess Swap Collateral as
set
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out in the relevant Master Issuer Swap Agreement and
in respect of each Master Issuer Swap Provider, prior
to the designation of an early termination date under
the relevant Master 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 Master Issuer Swap Provider to the
Master Issuer pursuant to the relevant Master Issuer
Swap Agreement (and any interest or distributions in
respect thereof)); and
(iv) any other amounts whatsoever received by or on behalf
of the Master Issuer after the Programme Date,
and the Master Issuer Cash Manager shall procure that all interest
earned on the Master 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 Master Issuer Transaction Account are credited to
such account.
(c) Each of the payments into the Master Issuer Transaction Account
referred to in Clause 4.1(b) shall be made forthwith upon receipt by
the Master Issuer or the Master 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 Master Issuer Cash Manager may, and
shall, withdraw Cash from the Master 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 Master Issuer Cash Manager shall promptly notify each of the
Master Issuer and the Master Issuer Security Trustee in writing of any
additional account which supplements or replaces any account
specifically referred to in the definition of the Master Issuer
Transaction Account in the Master Issuer Master Definitions and
Construction Schedule.
(f) Each of the Master Issuer Cash Manager and the Master Issuer
undertakes that, so far as it is able to procure the same, the Master
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 Master Issuer Bank Account Agreement, be
changed without the prior written consent of the Master Issuer
Security Trustee (such consent not to be unreasonably withheld or
delayed). For the avoidance of doubt, the Master Issuer Cash Manager
may change the authorised signatories in respect of any instructions
or mandates without the prior written consent of the Master Issuer
Security Trustee, in accordance with the terms of the Master Issuer
Bank Account Agreement.
4.2 ADDITIONAL MASTER ISSUER ACCOUNTS AND MASTER ISSUER SWAP COLLATERAL
ACCOUNTS
(a) If established, the Master Issuer Cash Manager will not knowingly
create or permit to subsist any Security Interest in relation to any
Additional Master Issuer Account or any Master Issuer Swap Collateral
Account other than as created under or permitted pursuant to the
Master Issuer Deed of Charge.
(b) The Master Issuer Cash Manager shall procure that the relevant amounts
are paid into the applicable Master Issuer Account or applicable
Master Issuer Swap Collateral Account and the Master Issuer Cash
Manager shall procure that all interest earned on the relevant
Additional Master Issuer Account or relevant Master Issuer Swap
Collateral 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 Master Issuer Account are credited to such account.
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(c) Each of the payments into the Additional Master Issuer Account or any
Master Issuer Swap Collateral Account referred to in Clause 4.2(b)
shall be made forthwith upon receipt by the Master Issuer or the
Master 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 Master Issuer Cash Manager may, and
shall, withdraw Cash from an Additional Master Issuer Account or a
Master Issuer Swap Collateral 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 Master Issuer Cash Manager shall promptly notify each of the
Master Issuer and the Master Issuer Security Trustee in writing of any
additional account which is established pursuant to clause 3.1 or
clause 3.3 of the Master Issuer Bank Account Agreement or any account
established to replace or supplement such account.
(f) Each of the Master Issuer Cash Manager and the Master Issuer
undertakes that, so far as it is able to procure the same, the
Additional Master Issuer Accounts and any Master Issuer Swap
Collateral Accounts and all instructions and mandates in relation
thereto will continue to be operative and will not, save as permitted
pursuant to the Master Issuer Bank Account Agreement be changed
without the prior written consent of the Master Issuer Security
Trustee (such consent not to be unreasonably withheld or delayed). For
the avoidance of doubt, the Master Issuer Cash Manager may change the
authorised signatories in respect of any instructions or mandates
without the prior written consent of the Master Issuer Security
Trustee, in accordance with the terms of the Master Issuer Bank
Account Agreement.
4.3 WITHDRAWALS
(a) The Master Issuer Cash Manager may make withdrawals on behalf of the
Master Issuer from a Master Issuer Account, as permitted by this
Agreement, until such time as the Master Issuer Cash Manager receives
a copy of a Note Acceleration Notice served on the Master Issuer, but
shall not in carrying out its functions as Master Issuer Cash Manager
under this Agreement otherwise make withdrawals from a Master Issuer
Account.
(b) Upon receipt of such a Note Acceleration Notice, no amount shall be
withdrawn from the Master Issuer Accounts by the Master Issuer Cash
Manager without the prior written consent of the Master Issuer
Security Trustee.
4.4 CASH MANAGEMENT
In administering the Master Issuer Accounts on behalf of the Master
Issuer and the Master Issuer Security Trustee, the Master Issuer Cash
Manager shall comply with the provisions of Schedule 2 prior to
receipt by the Master Issuer Cash Manager of a copy of any Note
Acceleration Notice served on the Master Issuer. Following service of
a Note Acceleration Notice on the Master Issuer, the Master Issuer
Security Trustee or any Receiver appointed by the Master Issuer
Security Trustee will administer the Master Issuer Accounts in
accordance with the terms of the Master Issuer Deed of Charge.
4.5 MASTER ISSUER LEDGERS
(a) The Master Issuer Cash Manager shall open and maintain in the books of
the Master Issuer the following ledgers:
(i) the Master Issuer Revenue Ledger, which shall record
all Master Issuer Revenue Receipts (which shall
exclude any fees to be paid by Funding 2 on each
Funding 2
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Interest Payment Date under the terms of the Master
Intercompany Loan Agreement) (other than in respect of
any termination payment due by the Master Issuer in
respect of any Master Issuer Swap)) standing to the
credit of the Master Issuer Accounts from time to time
and a sub-ledger in respect of each Series and Class
of Notes, each Master Issuer Subordinated Loan and
each Master Issuer Start-Up Loan, which shall record
interest received in respect of each corresponding
Rated Loan Tranche funded by each such Series and
Class of Notes, interest received in respect of each
corresponding Subordinated Loan Tranche funded by each
such Master Issuer Subordinated Loan and interest and
principal received in respect of each corresponding
Start-Up Loan Tranche funded by each such Master
Issuer Start-Up Loan (respectively);
(ii) the Master Issuer Principal Ledger, which shall record
all Master Issuer Principal Receipts standing to the
credit of the Master Issuer Accounts from time to time
and a sub-ledger in respect of each Series and Class
of Notes and each Master Issuer Subordinated Loan,
which shall record principal repayments in respect of
each corresponding Rated Loan Tranche funded by each
such Series and Class of Notes and each corresponding
Subordinated Loan Tranche funded by each such Master
Issuer Subordinated Loan; and
(iii) the Master Issuer Swap Collateral Ledger (which shall
comprise of such sub-ledgers as the Master Issuer Cash
Manager considers appropriate), to record all
payments, transfers and receipts in connection with
Swap Collateral, including, without limitation:
(A) the receipt of any Swap Collateral by the
Master Issuer from the Master Issuer Swap
Providers;
(B) the receipt of any income or distributions in
respect of such Swap Collateral;
(C) the payment or transfer of all, or any part
of, such Swap Collateral to the relevant
Master Issuer Swap Provider; and
(D) the payment or transfer of all, or any part
of, such Swap Collateral to the relevant
Master Issuer Accounts,
provided that the Master Issuer Swap Collateral Ledger (and
sub-ledgers) shall only be established in the event that any
Master Issuer Swap Provider pays or transfers Swap Collateral
to the Master Issuer in accordance with the relevant Master
Issuer Swap Agreement;
(iv) the Master Issuer Expense Ledger, which shall record
payments of fees received from Funding 2 under the
Master Intercompany Loan and payments out in
accordance with the Master Issuer Pre-Enforcement
Revenue Priority of Payments;
(v) the Master Issuer Note Ledger, which shall be divided
into segregated sub-ledgers each of which shall record
payments made under each Series and Class of Notes
(each of which shall be further divided into
sub-ledgers to record payments of interest and fees
and repayments and prepayments of principal made under
such Series and Class of Notes together with any
termination payment made by the Master Issuer in
respect of the corresponding Master Issuer Swap
(excluding any Master Issuer Swap Excluded Termination
Amount) ;
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(vi) the Master Issuer Subordinated Loan Ledger, which
shall be divided into segregated sub-ledgers each
which shall record payments made under each Master
Issuer Subordinated Loan (each of which shall be
further divided into sub-ledgers to record payments of
interest and repayments and prepayments of principal
made under each Master Issuer Subordinated Loan); and
(vii) the Master Issuer Start-Up Loan Ledger, which shall be
divided into segregated sub-ledgers each of which
shall record payments made under each Master Issuer
Start-up Loan (each of which shall be further divided
into sub-ledgers to record payments of interest and
repayments and prepayments of principal made under
such Master Issuer Start-up Loan).
(b) The Master Issuer Cash Manager shall make credits and debits to the
Master Issuer Ledgers in accordance with the provisions of paragraphs
5 to 10 of Schedule 2 hereto.
4.6 TERMINATION
If on or prior to the date of the earlier of (i) repayment in full of
any Series and Class of Notes or (ii) the service of a Note
Acceleration Notice on the Master Issuer, any of the Master Issuer
Swaps related to such Series and Class are terminated, the Master
Issuer Cash Manager (on behalf of the Master Issuer and the Master
Issuer Security Trustee) shall purchase a replacement hedge (taking
into account any early termination payment received from the relevant
Master Issuer Swap Provider) in respect of such Series and Class of
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 deposits (in relation to
any such Series and Class of Notes that are US Dollar
Notes and that are Money Market Notes); or
(ii) LIBOR for three-month Dollar deposits (in relation to
any such Series and Class of Notes that are US Dollar
Notes and that are not Money Market Notes); 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 one-month Euro deposits (in relation to
any such Series and Class of Notes that are the Euro
Notes and that are Money Market Notes); or
(ii) EURIBOR for three-month Sterling deposits (in relation
to any such Series and Class of Notes that are the
Euro Notes and that are not Money Market Notes); or
(c) fluctuations in the relevant currency swap rate between the
Specified Currency and Sterling or the possible variance
between LIBOR for three-month Sterling deposits and either:
(i) LIBOR for one-month deposits of the Specified Currency
(in relation to any such Series and Class of Notes of
the Specified Currency that are Money Market Notes);
or
(ii) LIBOR for three-month deposits of the Specified
Currency (in relation to any such Series and Class of
Notes that are not Money Market Notes);
in each case, on terms acceptable to the Rating Agencies and the
Master Issuer and the Master Issuer Security Trustee and with a swap
provider whom the Rating Agencies have previously confirmed in
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writing to the Master Issuer and the Master Issuer Security Trustee
will not cause the then current ratings of the Notes to be downgraded.
4.7 SWAP COLLATERAL
(a) In the event that, pursuant to the terms of a Master Issuer Swap
Agreement, a Master Issuer Swap Provider pays or transfers Swap
Collateral to the Master Issuer, the Master Issuer Cash Manager shall:
(i) if not already created, create the Master Issuer Swap
Collateral Ledger in the books of the Master Issuer so
as to record the amount and type of such Swap
Collateral and identify the relevant Master Issuer
Swap Agreement in respect of which it has been posted;
(ii) upon receipt of such Swap Collateral, credit it to and
record the relevant details in the Swap Collateral
Ledger;
(iii) to the extent that such Swap Collateral is in the form
of Cash, pay it into the relevant Master Issuer Swap
Collateral Cash Account; and
(iv) to the extent that such Swap Collateral is in the form
of securities, arrange for it to be credited to the
relevant Master Issuer Swap Collateral Securities
Account.
(b) Any such Swap Collateral shall not form part of the Master Issuer
Available Funds provided that, if the terms of the relevant Master
Issuer Swap Agreement permit such Swap Collateral to be applied in or
towards satisfaction of the relevant Master Issuer Swap Provider's
obligations under the relevant Master Issuer Swap Agreement, and in
the event that such Swap Collateral is to be so applied, the Master
Issuer Cash Manager shall:
(i) where the relevant Swap Collateral is in the form of
Cash, transfer the relevant amount of Cash from the
relevant Master Issuer Swap Collateral Cash Account to
the Master Issuer Transaction Account; or
(ii) where the relevant Swap Collateral is in the form of
securities, realise the Swap Collateral and pay the
amount of the net proceeds into the Master Issuer
Transaction Account,
and, in each case, make the appropriate debits and credits to the
Master Issuer Swap Collateral Ledger. Swap Collateral will form part
of the Master Issuer Available Revenue Receipts on its transfer or
payment into the Master Issuer Transaction Account in accordance with
this Clause 4.7(b).
(c) To the extent that, pursuant to the terms of the relevant Master
Issuer Swap Agreement, Swap Collateral is to be transferred or paid to
the relevant Master Issuer Swap Provider, the Master Issuer Cash
Manager shall:
(i) where the relevant Swap Collateral is in the form of
Cash, pay the relevant amount of Cash out of the
relevant Swap Collateral Cash Account to the Master
Issuer Swap Provider; or
(ii) where the relevant Swap Collateral is in the form of
securities, transfer and deliver the Swap Collateral
to the Master Issuer Swap Provider,
and, in each case, debit the Master Issuer Swap Collateral Ledger as
appropriate.
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(d) The terms of this Clause 4.7 shall prevail if and to the extent that
they are inconsistent with the other paragraphs of this Clause 4.
4.8 NOTIFICATION TO MASTER ISSUER SWAP PROVIDERS
As soon as practicable following the notification to the Note Trustee
and the Noteholders of an early redemption of a Series and Class of
Notes in accordance with Condition 5 of such Notes, the Master Issuer
Cash Manager shall notify, as soon as is reasonably practicable, the
relevant Master Issuer Swap Providers (being the Master Issuer Swap
Providers who have entered into swap transactions with the Master
Issuer relating to such Notes) of such redemption.
5. NO LIABILITY
Save as otherwise provided in this Agreement, the Master Issuer Cash
Manager shall have no liability for the obligations of either the
Master Issuer Security Trustee or the Master Issuer under any of the
Transaction Documents or otherwise and nothing in this Agreement shall
constitute a guarantee, or similar obligation, by the Master Issuer
Cash Manager of either Funding 2, the Master Issuer Security Trustee
or the Master Issuer in respect of any of them.
6. COSTS AND EXPENSES
Subject to and in accordance with the Master Issuer Pre-Enforcement
Revenue Priority of Payments or, as the case may be, the Master Issuer
Post-Enforcement Priority of Payments, the Master Issuer will on each
Quarterly Interest Payment Date reimburse the Master 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 Master Issuer Cash Manager in the performance of the
Master Issuer Cash Management Services including any such costs,
expenses or charges not reimbursed to the Master Issuer Cash Manager
on any previous Quarterly Interest Payment Date and the Master Issuer
Cash Manager shall (if applicable) supply the Master Issuer with an
appropriate VAT invoice issued by the Master Issuer Cash Manager or,
if the Master Issuer Cash Manager has treated the relevant cost,
expense or charge as a disbursement for VAT purposes, by the person
making the supply.
7. INFORMATION
7.1 USE OF I.T. SYSTEMS
(a) The Master Issuer Cash Manager represents and warrants that as at the
date hereof, in respect of the software which is to be used by the
Master Issuer Cash Manager in providing the Master Issuer
CashManagement Services, it has in place all necessary licences or
consents from the respective licensor or licensors (if any) of such
software.
(b) The Master Issuer Cash Manager undertakes that it shall, for the
duration of this Agreement, use reasonable endeavours to:
(i) ensure that the licences 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 or
to such person as the Master Issuer and the Master
Issuer 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.
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(c) The Master Issuer Cash Manager shall use reasonable endeavours to
maintain in working order the information technology systems used by
the Master Issuer Cash Manager in providing the Master Issuer Cash
Management Services.
(d) The Master 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 or to such person as the Master
Issuer and the Master Issuer 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.
7.2 BANK ACCOUNT STATEMENTS
The Master Issuer Cash Manager shall take all reasonable steps to
ensure that it receives a monthly bank statement in relation to each
of the Master Issuer Accounts (subject to clause 6.3 of the Master
Issuer Bank Account Agreement) and that it furnishes a copy of such
statements to the Master Issuer and the Master Issuer Security
Trustee, unless otherwise agreed.
7.3 ACCESS TO BOOKS AND RECORDS
Subject to all applicable laws, the Master Issuer Cash Manager shall
permit the Auditors of the Master Issuer and any other person
nominated by the Master Issuer Security Trustee (to whom the Master
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 Master Issuer Cash Management Services
provided by the Master Issuer Cash Manager and related matters in
accordance with this Agreement.
7.4 STATUTORY OBLIGATIONS
The Master Issuer Cash Manager will use its reasonable endeavours, on
behalf of the Master Issuer, to prepare or procure the preparation of
and file all reports, annual returns, financial statements, statutory
forms and other returns which the Master Issuer is required by law to
prepare and file. Subject to approval thereof by the directors of the
Master Issuer, the Master Issuer Cash Manager shall cause such
accounts to be audited by the Auditors and shall procure so far as it
is able to do so that the Auditors shall make a report thereon as
required by law and copies of all such documents shall be delivered to
the Master Issuer Security Trustee, the Master Issuer and the Rating
Agencies as soon as practicable after the end of each accounting
reference period of the Master Issuer.
7.5 INFORMATION COVENANTS
(a) The Master Issuer Cash Manager shall provide the Master Issuer, the
Master Issuer Security Trustee, the Seller and the Rating Agencies
with a quarterly report substantially in the form set out in Schedule
3, or in such other form reasonably acceptable to the recipients
thereof, in respect of the Master Issuer. Each such quarterly report
shall be delivered to the Master Issuer, the Master Issuer 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 Master Issuer Cash Manager shall provide, or procure the provision
of, to the Master Issuer, the Master Issuer Security Trustee and the
Rating Agencies copies of any annual returns or financial statements
referred to in Clause 7.4 as soon as reasonably practicable after the
preparation thereof upon the request of any such person.
(c) The Master Issuer Cash Manager shall notify the Rating Agencies in
writing of the details of:
(i) any material amendment to the Master Issuer
Transaction Documents;
10
(ii) the occurrence of a Note Event of Default; and
(iii) any other information relating to the Master 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 Master Issuer Cash
Manager's day-to-day provision of the Master Issuer
Cash Management Services under the other terms of this
Agreement.
(d) The Master Issuer Cash Manager shall, at the request of the Master
Issuer Security Trustee, furnish the Master Issuer Security Trustee
and the Rating Agencies with such other information relating to its
business and financial condition as it may be reasonable for the
Master Issuer Security Trustee to request in connection with this
Agreement PROVIDED THAT the Master Issuer Security Trustee shall not
make such a request more than once every three months unless, in the
belief of the Master Issuer Security Trustee, a Master Intercompany
Loan Event of Default, Note Event of Default or Master Issuer Cash
Manager Termination Event (as defined in Clause 11.1) shall have
occurred and is continuing or may reasonably be expected to occur and
PROVIDED FURTHER THAT such request does not adversely interfere with
the Master Issuer Cash Manager's day-to-day provision of the Master
Issuer Cash Management Services under the other terms of this
Agreement.
8. REMUNERATION
8.1 FEE PAYABLE
On each Quarterly Interest Payment Date, the Master Issuer shall pay
to the Master Issuer Cash Manager for the Master Issuer Cash
Management Services a cash management fee (which shall be inclusive of
VAT) in arrear calculated in relation to each Interest Period the
basis of the number of days elapsed and a 365 day year at the rate of
0.025 per cent. per annum, on the aggregate Principal Amount
Outstanding of the Notes and the Subordinated Loans as at the most
recent anniversary of the Programme Date (or as otherwise agreed in
writing between the Master Issuer, the Master Issuer Security Trustee
and the Master Issuer Cash Manager from time to time).
8.2 PAYMENT OF FEE
The cash management fee referred to in Clause 8.1 shall be paid to the
Master Issuer Cash Manager in arrear on each Quarterly Interest
Payment Date in the manner contemplated by and in accordance with the
provisions of the Master Issuer Pre-Enforcement Revenue Priority of
Payments or, as the case may be, the Master Issuer Post-Enforcement
Priority of Payments.
9. COVENANTS OF MASTER ISSUER CASH MANAGER
9.1 COVENANTS
The Master Issuer Cash Manager hereby covenants with and undertakes to
each of the Master Issuer and the Master Issuer 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 Master Issuer or the Master Issuer
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 Master Issuer Security
Trustee shall prevail;
11
(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 Master
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 Master Issuer Cash Management Services;
(d) save as otherwise agreed with the Master Issuer and the Master
Issuer Security Trustee, it will provide free of charge to the
Master Issuer during normal office hours office space,
facilities, equipment and staff sufficient to fulfil the
obligations of the Master Issuer under this Agreement;
(e) it will not knowingly fail to comply with any legal
requirements in the performance of the Master Issuer Cash
Management Services;
(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 Master
Issuer Security Trustee, amend or terminate any of the Master
Issuer Transaction Documents save in accordance with their
terms.
9.2 DURATION OF COVENANTS
The covenants of the Master Issuer Cash Manager in Clause 9.1 shall
remain in force until this Agreement is terminated but without
prejudice to any right or remedy of the Master Issuer or the Master
Issuer Security Trustee arising from breach of any such covenant prior
to the date of termination of this Agreement.
10. NON-EXCLUSIVITY
Nothing in this Agreement shall prevent the Master 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 Master Issuer or the Master Issuer Security Trustee.
11. TERMINATION
11.1 MASTER ISSUER CASH MANAGER TERMINATION EVENTS
If any of the following events (MASTER ISSUER CASH MANAGER TERMINATION
EVENTS) shall occur:
(a) default is made by the Master 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 Master Issuer Cash Manager becoming aware of such default
and receipt by the Master Issuer Cash Manager of written
notice from the Master Issuer or the Master Issuer Security
Trustee, as the case may be, requiring the same to be
remedied; or
(b) default is made by the Master 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 Master Issuer Security Trustee is materially
prejudicial to the interests of the Master Issuer Secured
Creditors and such default continues unremedied for a period
of twenty London Business Days after the earlier of the Master
Issuer Cash Manager becoming aware
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of such default and receipt by the Master Issuer Cash Manager
of written notice from the Master Issuer Security Trustee
requiring the same to be remedied; or
(c) while the Master Issuer Cash Manager is the Seller, an
Insolvency Event occurs with respect to the Master Issuer Cash
Manager,
then the Master Issuer Security Trustee may at once or at any time
thereafter while such default continues by giving notice in writing to
the Master Issuer Cash Manager terminate its appointment as Master
Issuer Cash Manager under this Agreement with effect from a date (not
earlier than the date of the notice) specified in the notice.
11.2 RESIGNATION OF MASTER ISSUER CASH MANAGER
The appointment of the Master 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 Master Issuer Cash Manager to the
Master Issuer and the Master Issuer Security Trustee PROVIDED THAT:
(a) the Master Issuer and the Master Issuer 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 Master Issuer and the Master Issuer
Security Trustee;
(d) such substitute cash manager enters into an agreement
substantially on the same terms as this Agreement or on such
terms as are satisfactory to the Master Issuer and the Master
Issuer Security Trustee and the Master Issuer Cash Manager
shall not be released from its obligations under this
Agreement until such substitute cash manager has entered into
such new agreement and the rights of the Master Issuer under
such agreement are charged in favour of the Master Issuer
Security Trustee on terms satisfactory to the Master Issuer
Security Trustee; and
(e) the then current ratings (if any) of the Notes are not
adversely affected as a result thereof (unless otherwise
agreed by an Extraordinary Resolution of each Class of the
Noteholders).
11.3 EFFECT OF TERMINATION
(a) On and after termination of the appointment of the Master Issuer Cash
Manager under this Agreement pursuant to this Clause 11, all authority
and power of the Master Issuer Cash Manager under this Agreement shall
be terminated and be of no further effect and the Master Issuer Cash
Manager shall not thereafter hold itself out in any way as the agent
of the Master Issuer or the Master Issuer Security Trustee pursuant to
this Agreement.
(b) Upon termination of the appointment of the Master Issuer Cash Manager
under this Agreement pursuant to this Clause 11, the Master Issuer
Cash Manager shall:
(i) forthwith deliver (and in the meantime hold on trust
for, and to the order of, the Master Issuer or the
Master Issuer Security Trustee, as the case may be) to
the Master Issuer or the Master Issuer 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 Master Issuer or the
Master Issuer Security Trustee, as the case
13
may be, (if practicable, on the date of receipt) any
monies then held by the Master Issuer Cash Manager on
behalf of the Master Issuer or the Master Issuer
Security Trustee and any other assets of the Master
Issuer and the Master Issuer Security Trustee;
(ii) take such further action as the Master Issuer or the
Master Issuer Security Trustee, as the case may be,
may reasonably direct at the expense of the Master
Issuer or the Master Issuer Security Trustee, as the
case may be (including in relation to the appointment
of a substitute cash manager), provided that the
Master Issuer Security Trustee shall not be required
to take or direct to be taken such further action
unless it has been indemnified 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
(iv) co-operate and consult with and assist the Master
Issuer or the Master Issuer 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 Master Issuer or the Master Issuer
Security Trustee or such nominee, as the case may be.
11.4 NOTICE OF EVENT OF DEFAULT
The Master Issuer Cash Manager shall deliver to the Master Issuer and
the Master Issuer Security Trustee as soon as reasonably practicable
but in any event within three London Business Days of becoming aware
thereof a notice of any Master Issuer Cash Manager Termination Event
or any 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 Master Issuer Cash Manager Termination Event or Note Event of
Default, would constitute the same.
11.5 GENERAL PROVISIONS RELATING TO TERMINATION
(a) Termination of the appointment of the Master Issuer Cash Manager under
this Agreement shall be without prejudice to the liabilities of the
Master Issuer and the Master Issuer Security Trustee to the Master
Issuer Cash Manager or vice versa incurred before the date of such
termination. The Master 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 Master Issuer or the Master Issuer Security
Trustee.
(b) This Agreement shall terminate at such time as the Master Issuer
Secured Liabilities have been fully discharged.
(c) On termination of the appointment of the Master Issuer Cash Manager
under the provisions of this Clause 11, the Master 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 Master Issuer shall pay such
moneys so receivable by the Master Issuer Cash Manager in accordance
with the Master Issuer Pre-Enforcement Revenue Priority of Payments
or, as the case may be, the Master Issuer Post-Enforcement Priority of
Payments, on the dates on which they would otherwise have fallen due
hereunder. Such termination shall not affect the Master Issuer Cash
Manager's rights to receive payment of all amounts (if any) due to it
from the Master Issuer other than under this Agreement.
14
(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.
12. FURTHER ASSURANCE
12.1 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.
12.2 POWERS OF ATTORNEY
Without prejudice to the generality of Clause 12.1, the Master Issuer
and the Master Issuer Security Trustee shall upon request by the
Master Issuer Cash Manager forthwith give to the Master Issuer Cash
Manager such further powers of attorney or other written
authorisations, mandates or instruments as are necessary to enable the
Master Issuer Cash Manager to perform the Master Issuer Cash
Management Services.
12.3 CHANGE OF MASTER ISSUER SECURITY TRUSTEE
In the event that there is any change in the identity of the Master
Issuer Security Trustee or an additional Master Issuer Security
Trustee is appointed in accordance with the Master Issuer Deed of
Charge, the existing Master Issuer Security Trustee, the new Master
Issuer Security Trustee or the retiring Master Issuer Security
Trustee, as the case may be, the Master Issuer Cash Manager and the
Master Issuer shall execute such documents and take such actions as
such of the existing Master Issuer Security Trustee, the new Master
Issuer Security Trustee and/or the retiring Master Issuer Security
Trustee, as applicable shall agree are reasonably necessary for the
purpose of vesting in such new Master Issuer Security Trustee the
rights and benefits of the Master Issuer Security Trustee under this
Agreement and under the Master Issuer Deed of Charge and, if relevant,
releasing the retiring Master Issuer Security Trustee from its future
obligations hereunder or thereunder.
12.4 NO OBLIGATION ON MASTER ISSUER SECURITY TRUSTEE
Nothing contained in this Agreement shall impose any obligation or
liability on the Master Issuer Security Trustee to assume or perform
any of the obligations of the Master Issuer or the Master Issuer Cash
Manager under this Agreement or render it liable for any breach
thereof.
13. NEW NOTES
On each occasion that the Master Issuer issues a new Series and Class
of Notes, the Master Issuer Cash Manager, the Master Issuer and the
Master Issuer Security Trustee shall execute such documents and take
such action as may be necessary or required by the Rating Agencies for
the purpose of including any Master Issuer Swap Provider and any other
person who is required to execute an Accession Undertaking or any
other Master Issuer Transaction Document relating to such new Series
and Class of Notes to the Master Issuer Deed of Charge.
14. MISCELLANEOUS
14.1 NO SET-OFF
The Master Issuer Cash Manager agrees that it will not:
15
(a) set-off or purport to set-off any amount which either the
Master 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 Master 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 Master Issuer
Account.
14.2 NO PETITION AND LIMITED RECOURSE
Clauses 5.3 and 5.4 of the Master Issuer Deed of Charge shall also
apply to this Agreement as if expressly incorporated herein.
15. CONFIDENTIALITY
During the continuance of this Agreement or after its termination,
each of the Master Issuer, the Master Issuer Cash Manager and the
Master Issuer 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 Note Event
of Default, or a Master Issuer Cash Manager Termination Event,
the protection or enforcement of any of its rights under any
of the Transaction Documents or in connection 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 Master Issuer) to any
Rating Agency or any prospective new cash manager or Master
Issuer 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
16
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:
(a) in the case of the Master Issuer Cash Manager: to Bank of
Scotland plc, Halifax Division, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number +44 (0)113 235
7511) for the attention of the Head of Mortgage Securitisation
with a copy to Bank of Scotland plc, Treasury Division, ▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile no. +44 (0) 20 7574
8303) for the attention of Head of Mortgage Securitisation and
Covered Bonds;
(b) in the case of the Master Issuer: to Permanent Master Issuer
PLC, ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number
▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of the Directors with
a copy to Bank of Scotland plc, Halifax Division, ▇▇▇▇▇▇▇ ▇▇▇▇
(▇▇/▇/▇/▇▇▇), ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile
number ▇▇▇ (▇)▇▇▇ ▇▇▇ ▇▇▇▇) for the attention of the Head of
Mortgage Securitisation; and
(c) in the case of the Master Issuer Security Trustee: to The Bank
of ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile
number ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of Corporate
Trust Administration - ABS/MBS,
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 MASTER ISSUER
The Master Issuer may not assign or transfer any of its rights and
obligations under this Agreement without the prior written consent of
each of the Master Issuer Security Trustee and the Master Issuer Cash
Manager, except that the Master Issuer may assign its rights hereunder
without such consent pursuant to the Master Issuer Deed of Charge.
19.2 NO ASSIGNMENT BY MASTER ISSUER CASH MANAGER
The Master Issuer Cash Manager may not assign or transfer any of its
rights and obligations under this Agreement without the prior written
consent of the Master Issuer and the Master Issuer Security Trustee,
such consent not to be unreasonably withheld or delayed.
17
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.
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 and Wales.
23. SUBMISSION TO JURISDICTION
Each party to this Agreement hereby irrevocably submits to the
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 and
delivered as a deed the day and year first before written.
18
SCHEDULE 1
MASTER ISSUER CASH MANAGEMENT SERVICES
The Master Issuer Cash Manager shall:
(a) operate the Master Issuer Accounts and ensure that payments are made
into and from such accounts in accordance with this Agreement, the
Master Issuer Deed of Charge, the Master Issuer Bank Account Agreement
and any other relevant Master Issuer Transaction Document, PROVIDED
HOWEVER THAT nothing herein shall require the Master Issuer Cash
Manager to make funds available to the Master 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 Master
Issuer and provide such information to them as they may reasonably
request for the purpose of carrying out their duties as auditors of
the Master 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 Master Issuer or required to be given by the Master
Issuer pursuant to the Master Issuer Transaction Documents;
(e) arrange for all payments due to be made by the Master Issuer under any
of the Master Issuer Transaction Documents, PROVIDED THAT such moneys
are at the relevant time available to the Master Issuer and PROVIDED
FURTHER THAT nothing herein shall constitute a guarantee by the Master
Issuer Cash Manager of all or any of the obligations of the Master
Issuer under any of the Master Issuer Transaction Documents;
(f) without prejudice to the role of and in conjunction with the Master
Issuer Corporate Services Provider under the Master Issuer Corporate
Services Agreement, keep general books of account and records of the
Master 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 Master
Issuer Corporate Services Provider under the Master Issuer Corporate
Services Agreement, provide or procure the provision of company
secretarial and administration services to the Master Issuer including
the keeping of all registers and the making of all returns and filings
required by applicable law or by US or UK regulatory authorities,
co-operate in the convening of board and general meetings and provide
registered office facilities;
(h) on behalf of the Master Issuer, PROVIDED THAT monies are at the
relevant time available to the Master Issuer, pay all out-of-pocket
expenses of the Master Issuer, incurred by the Master Issuer Cash
Manager on behalf of the Master Issuer in the performance of the
Master Issuer Cash Manager's duties hereunder including without
limitation:
(i) all Taxes which may be due or payable by the Master 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
19
(iv) all communication expenses including postage, courier and
telephone charges;
(i) with the prior written consent of the Master Issuer Security Trustee,
invest monies standing from time to time to the credit of a Master
Issuer Account in Authorised Investments, subject to the following
provisions:
(i) any such Authorised Investment shall be made in the joint
names of the Master Issuer and the Master Issuer Security
Trustee;
(ii) any costs properly and reasonably incurred in making and
changing Authorised Investments will be reimbursed to the
Master Issuer Cash Manager and the Master Issuer Security
Trustee by the Master 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 Master Issuer Account.
The Master Issuer Security Trustee and the Master Issuer Cash Manager
shall not be responsible (save where any loss results from the Master
Issuer Security Trustee's or the Master 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; and
(ii) for the purposes of any calculations referred to in
sub-paragraph (i) above, 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 Master Issuer
and provide or procure the provision of company secretarial and
administration services to the Master Issuer;
(l) arrange payment of all fees to the London Stock Exchange plc or, as
applicable, the UK Listing Authority of the Financial Services
Authority;
(m) provide services in relation to Swap Collateral (including, without
limitation, (i) in connection with the transfer, receipt,
administration or holding of Swap Collateral, (ii) the making of
calculations, determinations, communications or valuations (iii) the
opening and maintenance of the Master Issuer Swap Collateral Accounts
and the Master Issuer Swap Collateral Ledger and (iv) the entering
into of Master Issuer Swap Collateral Ancillary Documents); and
(n) provide the Master Issuer, Funding 2, the Master Issuer Security
Trustee and the Rating Agencies with quarterly reports in relation to
the Master Issuer.
20
SCHEDULE 2
CASH MANAGEMENT AND MAINTENANCE OF LEDGERS
1. DETERMINATION
1.1 On each Note Determination Date, the Master Issuer Cash Manager shall
determine each of the following in accordance with this paragraph 1:
(a) the amount of any Master Issuer Principal Receipts and Master
Issuer Revenue Receipts available as at the following
Quarterly Interest Payment Date; and
(b) the Principal Amount Outstanding of the Notes, the Pool
Factor, and the Note Principal Payment of the Notes in
accordance with the Conditions.
1.2 The Master Issuer Cash Manager shall determine and notify the Master
Issuer, the Note Trustee, the Registrar and the Paying Agents on or
prior to 11.00 a.m. (London time) on the last day of each Interest
Period of any Additional Amount payable in respect of such Interest
Period.
1.3 (a) The Master Issuer Cash Manager may make all the determinations
referred to in paragraph 1.1 and paragraph 1.2 on the basis of
any reasonable and proper assumptions as the Master 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
Note Determination Date to but excluding the next Quarterly
Interest Payment Date).
(b) The Master Issuer Cash Manager shall on request notify the
Master Issuer and the Master Issuer Security Trustee in
writing of any such other assumptions and shall take account
of any representations made by the Master Issuer and the
Master Issuer Security Trustee (as the case may be) in
relation thereto.
1.4 Each determination made in accordance with this paragraph 1 shall (in
the absence of fraud, wilful default, negligence or manifest error) be
final and binding on all persons.
2. NOTIFICATION OF DETERMINATIONS
2.1 The Master Issuer Cash Manager will cause each determination of Master
Issuer Available Funds to be notified forthwith to the Master Issuer.
2.2 The Master Issuer Cash Manager shall procure that the determinations
and notifications required to be made pursuant to Condition 5.3 are
made.
2.3 The Master Issuer Cash Manager will promptly notify the Master Issuer
and each Calculation Agent (as defined in each of the Funding 2 Swap
Agreement and each relevant Master Issuer Swap Agreement) of the
relevant Note Principal Payment determined in accordance with
paragraph 1.1(b) above.
3. PRIORITY OF PAYMENTS FOR MASTER ISSUER REVENUE RECEIPTS
Except for amounts due to third parties by the Master Issuer under
item (b) below, amounts due to the Master Issuer Account Bank under
item (c) below or amounts payable to any replacement swap provider
using any termination payment received by the Master Issuer in respect
of the corresponding Master Issuer Swap Agreement or amounts payable
to a Master Issuer Swap Provider
21
(other than amounts pursuant to (i) below) using any premium recovered
from any replacement swap provider, which will be paid when due, on
each Quarterly Interest Payment Date, prior to the service of a note
acceleration notice on the Master Issuer or until such time as there
are no Master Issuer Secured Liabilities outstanding, the Master
Issuer Cash Manager will apply Master Issuer Revenue Receipts in the
following priority (in each case only if and to the extent that
provisions of a higher priority have been made in full and to the
extent that such withdrawal does not cause the Master Issuer
Transaction Account to become overdrawn (the MASTER ISSUER
PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS):
(a) firstly, without priority among them, but in proportion to the
respective amounts due, to pay amounts due to:
(i) the Master Issuer 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
Master Issuer Security Trustee under the Master 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 Master 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 Master Issuer Paying Agent
and Agent Bank Agreement;
(b) secondly, to pay amounts due to any third party creditors of
the Master Issuer (other than those referred to later in this
priority of payments), which amounts have been incurred
without breach by the Master Issuer of the Transaction
Documents to which it is a party 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 Master Issuer and to pay or
discharge any liability of the Master Issuer for corporation
tax on any chargeable income or gain of the Master Issuer;
(c) thirdly, without priority among them, but in proportion to the
respective amounts due, to pay amounts due to:
(i) the Master 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
Master Issuer Cash Manager in the immediately
succeeding interest period, under the Master Issuer
Cash Management Agreement;
(ii) the Master Issuer Corporate Services Provider,
together with VAT on those amounts, and to provide for
any amounts due, or to become due to the Master Issuer
Corporate Service Provider in the immediately
succeeding interest period under the Master Issuer
Corporate Services Agreement; and
(iii) the Master Issuer Account Bank, together with VAT on
those amounts, and to provide for any amounts due, or
to become due to the Master Issuer Account Bank in the
immediately succeeding interest period under the
Master Issuer Bank Account Agreement;
22
(d) fourthly, from amounts (excluding principal) received by the
Master Issuer from Funding 2 in respect of each AAA Loan
Tranche (and, in respect of (ii) below, the amounts (if any),
excluding principal, received from the Master Issuer Swap
Provider(s) under the Master Issuer Swap Agreement(s) in
respect of the related Series and Class of Notes):
(i) to pay the amounts due and payable to the relevant
Master Issuer Swap Provider(s) (if any) in respect of
the related Series and Class of Class A Notes
(including any termination payment but excluding any
Master Issuer Swap Excluded Termination Amount) in
accordance with the terms of the relevant Master
Issuer Swap Agreement; and
(ii) to pay interest due and payable (if any) on the
related Series and Class of Class A Notes on such
Interest Payment Date;
(e) fifthly, from amounts (excluding principal) received by the
Master Issuer from Funding 2 in respect of each AA Loan
Tranche (and, in respect of (ii) below, the amounts (if any),
excluding principal, received from the Master Issuer Swap
Provider(s) under the Master Issuer Swap Agreement(s) in
respect of the related Series and Class of Notes):
(i) to pay the amounts due and payable to the relevant
Master Issuer Swap Provider(s) (if any) in respect of
the related Series and Class of Class B Notes
(including any termination payment but excluding any
Master Issuer Swap Excluded Termination Amount) in
accordance with the terms of the relevant Master
Issuer Swap Agreement; and
(ii) to pay interest due and payable (if any) on the
related Series and Class of Class B Notes on such
Interest Payment Date;
(f) sixthly, from amounts (excluding principal) received by the
Master Issuer from Funding 2 in respect of each A Loan Tranche
(and, in respect of (ii) below, the amounts (if any),
excluding principal, received from the Master Issuer Swap
Provider(s) under the Master Issuer Swap Agreement(s) in
respect of the related Series and Class of Notes):
(i) to pay the amounts due and payable to the relevant
Master Issuer Swap Provider(s) (if any) in respect of
the related Series and Class of Class M Notes
(including any termination payment but excluding any
Master Issuer Swap Excluded Termination Amount) in
accordance with the terms of the relevant Master
Issuer Swap Agreement; and
(ii) to pay interest due and payable (if any) on the
related Series and Class of Class M Notes on such
Interest Payment Date;
(g) seventhly, from amounts (excluding principal) received by the
Master Issuer from Funding 2 in respect of each BBB Loan
Tranche (and, in respect of (ii) below, the amounts (if any),
excluding principal, received from the Master Issuer Swap
Provider(s) under the Master Issuer Swap Agreement(s) in
respect of the related Series and Class of Notes):
(i) to pay the amounts due and payable to the relevant
Master Issuer Swap Provider(s) (if any) in respect of
the related Series and Class of Class C Notes
(including any termination payment but excluding any
Master Issuer Swap Excluded Termination Amount) in
accordance with the terms of the relevant Master
Issuer Swap Agreement; and
23
(ii) to pay interest due and payable (if any) on the
related Series and Class of Class C Notes on such
Interest Payment Date;
(h) eighthly, from amounts (excluding principal) received by the
Master Issuer from Funding 2 in respect of each BB Loan
Tranche (and, in respect of (ii) below, the amounts (if any),
excluding principal, received from the Master Issuer Swap
Provider(s) under the Master Issuer Swap Agreement(s) in
respect of the related Series and Class of Notes):
(i) to pay the amounts due and payable to the relevant
Master Issuer Swap Provider(s) (if any) in respect of
the related Series and Class of Class D Notes
(including any termination payment but excluding any
Master Issuer Swap Excluded Termination Amount) in
accordance with the terms of the relevant Master
Issuer Swap Agreement; and
(ii) to pay interest due and payable (if any) on the
related Series and Class of Class D Notes on such
Interest Payment Date;
(i) ninthly, from amounts (excluding principal) received by the
Master Issuer from Funding 2 in respect of each Subordinated
Loan Tranche to pay interest due and payable (if any) on the
related Master Issuer Subordinated Loan on such quarterly
Interest Payment Date;
(j) tenthly, without priority among them but in proportion to the
respective amounts due, to pay any Master Issuer Swap Excluded
Termination Payment due to a Master Issuer Swap Provider;
(k) eleventhly, from amounts received by the Master Issuer from
Funding 2 in respect of each Start-Up Loan Tranche, to pay all
amounts due and payable (if any) on the related Master Issuer
Start-Up Loan on such Quarterly Interest Payment Date; and
(l) twelfthly, the balance (if any) to the Master Issuer.
4. PRIORITY OF PAYMENTS FOR MASTER ISSUER PRINCIPAL RECEIPTS
Subject to Condition 5 of the Notes, until enforcement of the Master
Issuer Security pursuant to the Master Issuer Deed of Charge or until
such time as there are no Notes or Master Issuer Subordinated Loans
outstanding, Master Issuer Principal Receipts will be applied as
follows:
(a) the Class A Notes: from principal amounts received by the
Master Issuer from Funding 2 in respect of each AAA Loan
Tranche (and in respect of (ii) below, the principal amounts
received (if any) from the Master Issuer Swap Providers under
the relevant Master Issuer Swap Agreements in respect of the
related Series and Class of Notes):
(i) to pay amounts due and payable (in respect of
principal) on such Interest Payment Date to the
relevant Master Issuer Swap Providers in respect of
the related Series and Class of Class A Notes in
accordance with the terms of the relevant Master
Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class A Notes;
24
(b) the Class B Notes: from principal amounts received by the
Master Issuer from Funding 2 in respect of each AA Loan
Tranche (and in respect of (ii) below, the principal amounts
received (if any) from the Master Issuer Swap Providers under
the relevant Master Issuer Swap Agreements in respect of the
related Series and Class of Notes):
(i) to pay amounts due and payable (in respect of
principal) on such Interest Payment Date to the
relevant Master Issuer Swap Providers in respect of
the related Series and Class of Class B Notes in
accordance with the terms of the relevant Master
Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class B Notes;
(c) the Class M Notes: from principal amounts received by the
Master Issuer from Funding 2 in respect of each A Loan Tranche
(and in respect of (ii) below, the principal amounts received
(if any) from the Master Issuer Swap Providers under the
relevant Master Issuer Swap Agreements in respect of the
related Series and Class of Notes):
(i) to pay amounts due and payable (in respect of
principal) on such Interest Payment Date to the
relevant Master Issuer Swap Providers in respect of
the related Series and Class of Class M Notes in
accordance with the terms of the relevant Master
Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class M Notes;
(d) the Class C Notes: from principal amounts received by the
Master Issuer from Funding 2 in respect of each BBB Loan
Tranche (and in respect of (ii) below, the principal amounts
received (if any) from the Master Issuer Swap Providers under
the relevant Master Issuer Swap Agreements in respect of the
related Series and Class of Notes):
(i) to pay amounts due and payable (in respect of
principal) on such Interest Payment Date to the
relevant Master Issuer Swap Providers in respect of
the related Series and Class of Class C Notes in
accordance with the terms of the relevant Master
Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class C Notes;
(e) the Class D Notes: from principal amounts received by the
Master Issuer from Funding 2 in respect of each BB Loan
Tranche (and in respect of (ii) below, the principal amounts
received (if any) from the Master Issuer Swap Providers under
the relevant Master Issuer Swap Agreements in respect of the
related Series and Class of Notes):
(i) to pay amounts due and payable (in respect of
principal) on such Interest Payment Date to the
relevant Master Issuer Swap Providers in respect of
the related Series and Class of Class D Notes in
accordance with the terms of the relevant Master
Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class D Notes; and
(f) the Master Issuer Subordinated Loans: from principal amounts
received by the Master Issuer from Funding 2 in respect of
each Subordinated Loan Tranche to pay amounts due and
25
payable in respect of principal (if any) on such quarterly
Interest Payment Date on the related Master Issuer
Subordinated Loan;
The amounts standing to the credit of any sub-ledger of the Master
Issuer Principal Ledger (in respect of a Series and Class of Notes or,
as applicable, Master Issuer Subordinated Loans) may only be applied
by the Master Issuer Cash Manager to pay the principal amounts due (if
any) in respect of such Series and Class of Notes or, as applicable,
Master Issuer Subordinated Loan under the above Master Issuer
Pre-Enforcement Principal Priority of Payments.
5. USE OF LEDGERS
The Master Issuer Cash Manager shall forthwith record monies received
or payments made by it on behalf of the Master Issuer in the ledgers
in the manner set out in this Agreement. If, at any time, the Master
Issuer Cash Manager is in any doubt as to which ledger a particular
amount should be credited or debited, it shall consult with the Master
Issuer Security Trustee thereon.
A debit item shall only be made in respect of any of the Master Issuer
Ledgers, and the corresponding payment or transfer (if any) may only
be made from the Master Issuer Accounts, to the extent that such entry
does not cause the relevant ledger to have a debit balance.
6. MASTER ISSUER REVENUE LEDGER
The Master Issuer Cash Manager shall ensure that:
(a) the following amounts shall be credited to the Master Issuer
Revenue Ledger:
(i) all interest and any other amount (not including
principal and fees), if any, paid by Funding 2 to the
Master Issuer under the terms of the Master
Intercompany Loan Agreement;
(ii) all principal, if any, repaid by Funding 2 to the
Master Issuer with respect to any Start-up Loan
Tranche under the terms of the Master Intercompany
Loan Agreement;
(iii) all interest received by the Master Issuer in respect
of the Master Issuer Accounts;
(iv) all amounts received by the Master Issuer representing
income on any Issuer Authorised Investments;
(v) all revenue amounts (including any early termination
payment which is to be used to acquire, if necessary,
a new currency or interest rate swap) received by the
Master Issuer under the Master Issuer Swap Agreements;
(b) any payment or provision made under paragraph 3 of this
Schedule 2 shall be debited to the Master Issuer Revenue
Ledger and the applicable sub-ledger; and
(c) the amounts received from Funding 2 in respect of interest due
on a Rated Loan Tranche shall be credited to a sub-ledger (in
respect of the Series and Class of Notes that funded such
Rated Loan Tranche) to the Master Issuer Revenue Ledger and
payments of interest in respect of such Series and Class of
Notes by the Master Issuer shall be debited to such
sub-ledger.
(d) the amounts received from Funding 2 in respect of interest due
on a Subordinated Loan Tranche shall be credited to a
sub-ledger (in respect of the Master Issuer Subordinated Loan
26
that funded such Subordinated Loan Tranche) to the Master
Issuer Revenue Ledger and payments of interest in respect of
such Master Issuer Subordinated Loan by the Master Issuer
shall be debited to such sub-ledger;
(e) the amounts received from Funding 2 in respect of interest due
on a Start-Up Loan Tranche shall be credited to a sub-ledger
(in respect of the Master Issuer Start-Up Loan that funded
such Start-Up Loan Tranche) to the Master Issuer Revenue
Ledger and payments of interest in respect of such Master
Issuer Start-Up Loan by the Master Issuer shall be debited to
such sub-ledger; and
(f) the amounts received from Funding 2 in respect of principal
due on a Start-Up Loan Tranche shall be credited to a
sub-ledger (in respect of the Master Issuer Start-Up Loan that
funded such Start-Up Loan Tranche) to the Master Issuer
Revenue Ledger and repayments of principal in respect of such
Master Issuer Start-Up Loan by the Master Issuer shall be
debited to such sub-ledger.
7. MASTER ISSUER PRINCIPAL LEDGER
The Master Issuer Cash Manager shall ensure that:
(a) all principal paid by Funding 2 to the Master Issuer under the
terms of the Master Intercompany Loan Agreement (except in
respect of any Start-Up Loan Tranche) shall be credited to the
Master Issuer Principal Ledger;
(b) any payment or provision made under paragraph 4 of Schedule 2
of the Master Issuer Deed of Charge shall be debited to the
Master Issuer Principal Ledger; and
(c) the amounts of principal received from Funding 2 in respect of
a Rated Loan Tranche shall be credited to a sub-ledger to the
Master Issuer Principal Ledger in respect of the Series and
Class of Notes which funded such Rated Loan Tranche and
repayments of principal in respect of such Series and Class of
Notes by the Master Issuer or on its behalf shall be debited
to such sub-ledger; and
(d) the amounts of principal received from Funding 2 in respect of
a Subordinated Loan Tranche shall be credited to a sub-ledger
to the Master Issuer Principal Ledger in respect of the Master
Issuer Subordinated Loan which funded such Subordinated Loan
Tranche and repayments of principal in respect of such Master
Issuer Subordinated Loan by the Master Issuer or on its behalf
shall be debited to such sub-ledger.
The Master Issuer Cash Manager shall ensure that, prior to the
enforcement of the Master Issuer Security, on each Quarterly Interest
Payment Date, the amounts standing to the credit of any sub-ledger of
the Master Issuer Principal Ledger (in respect of a Series and Class
of Notes or Master Issuer Subordinated Loan, as the case may be) may
only be applied by the Master Issuer Cash Manager to pay the principal
amounts due (if any) in respect of such Series and Class of Notes or,
such Master Issuer Subordinated Loan, as the case may be, under the
Master Issuer Pre-Enforcement Principal Priority of Payments.
8. MASTER ISSUER START-UP LOANS
Prior to the service of a Note Acceleration Notice on the Master
Issuer, on each Quarterly Interest Payment Date, the amounts standing
to the credit of any sub-ledger of the Master Issuer Revenue Ledger in
respect of amounts (excluding principal) of a Master Issuer Start-Up
Loan may only be applied by the Master Issuer Cash Manager to pay
interest, capitalised interest and other amounts due (except for
principal) in respect of such Master Issuer Start-Up Loan and the
amounts standing
27
to the credit of any sub-ledger of the Master Issuer Revenue Ledger in
respect of principal of a Master Issuer Start-Up Loan may only be
applied by the Master Issuer Cash Manager to repay principal due in
respect of such Master Issuer Start-Up Loan.
9. RECORDS
The Master Issuer Cash Manager shall ensure that a separate record is
kept of any amount received from each of the Master Issuer Swap
Providers pursuant to each of the Master Issuer Swap Agreements.
10. MASTER ISSUER SWAP COLLATERAL LEDGER
In connection with Swap Collateral the Master Issuer Cash Manager
shall ensure that the appropriate debits and credits are made to the
Master Issuer Swap Collateral Ledger in accordance with Clause 4.7
(Swap Collateral).
11. MASTER ISSUER EXPENSES LEDGER
The Master Issuer Cash Manager shall ensure that:
(a) any fees paid by Funding 2 on each Funding 2 Interest Payment
Date under the terms of the Master Intercompany Loan Agreement
shall be credited to the Master Issuer Expenses Ledger; and
(b) any payment or provision of fees made under the Master Issuer
Priority of Payments using fees paid by Funding 2 under the
terms of the Master Intercompany Loan Agreement shall be
debited to the Master Issuer Expenses Ledger.
12. MASTER ISSUER NOTE LEDGER
The Master Issuer Cash Manager shall ensure that:
(a) The following amounts shall be debited on a sub-ledger to the
Master Issuer Note Ledger in respect of a Series and Class of
Notes:
(i) all interest (not including principal), if any, paid
by the Master Issuer in respect of such Series and
Class of Notes under the terms and conditions of such
Series and Class of Notes; and
(ii) all amounts of principal, if any, paid by the Master
Issuer in respect of such Series and Class of Notes
under the terms and conditions of such Series and
Class of Notes.
(b) The following amounts shall be credited on such sub-ledger to
the Master Issuer Note Ledger in respect of a Series and Class
of Notes.
(i) the initial Principal Amount Outstanding of such
Series and Class of Notes; and
(ii) all interest accrued in respect of such Series and
Class of Notes under the terms and conditions of such
Series and Class of Notes.
13. MASTER ISSUER SUBORDINATED LOAN LEDGER
The Master Issuer Cash Manager shall ensure that:
28
(a) The following amounts shall be debited on a sub-ledger to the
Master Issuer Subordinated Loan Ledger in respect of a Master
Issuer Subordinated Loan:
(i) all interest (not including principal), if any, paid
by the Master Issuer in respect of such Master Issuer
Subordinated Loan under the terms and conditions of
such Master Issuer Subordinated Loan; and
(ii) all amounts of principal, if any, paid by the Master
Issuer in respect of such Master Issuer Subordinated
Loan under the terms and conditions of such Master
Issuer Subordinated Loan.
(b) The following amounts shall be credited on such sub-ledger to
the Master Issuer Subordinated Loan Ledger in respect of a
Master Issuer Subordinated Loan.
(i) the initial Principal Amount Outstanding of such
Master Issuer Subordinated Loan; and
(ii) all interest accrued in respect of such Master Issuer
Subordinated Loan under the terms and conditions of
such Master Issuer Subordinated Loan.
14. MASTER ISSUER START-UP LOAN LEDGER
The Master Issuer Cash Manager shall ensure that:
(a) The following amounts shall be debited on a sub-ledger to the
Master Issuer Start-Up Loan Ledger in respect of a Master
Issuer Start-Up Loan:
(i) all interest (not including principal), if any, paid
by the Master Issuer in respect of such Master Issuer
Start-Up Loan under the terms and conditions of such
Master Issuer Start-Up Loan; and
(ii) all amounts of principal, if any, paid by the Master
Issuer in respect of such Master Issuer Start-Up Loan
under the terms and conditions of such Master Issuer
Start-Up Loan.
(b) The following amounts shall be credited on such sub-ledger to
the Master Issuer Start-Up Loan Ledger in respect of a Master
Issuer Start-Up Loan.
(i) the initial Principal Amount Outstanding of such
Master Issuer Start-Up Loan; and
(ii) all interest accrued in respect of such Master Issuer
Start-Up Loan under the terms and conditions of such
Master Issuer Start-Up Loan.
29
SCHEDULE 3
FORM OF MASTER ISSUER QUARTERLY REPORT
PERMANENT MASTER ISSUER PLC
NOTES OUTSTANDING
PERIOD ENDED
ISSUE 200[*] NOTES
SERIES [*] SERIES [*] SERIES [*] SERIES [*]
CLASS A CLASS A CLASS A CLASS A
▇▇▇▇▇'▇ Current Aaa [Aaa Aaa Aaa
Rating
Fitch Current Rating AAA AAA AAA AAA
S&P Current Rating AAA AAA AAA AAA
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note
Principal
Note Interest Margins
Step Up Dates
Step Up Margins
Interest Payment Cycle
Interest Payment Date
Next Interest Payment
Date
SERIES [*] SERIES [*] SERIES [*] SERIES [*]
CLASS B CLASS B CLASS B CLASS B
▇▇▇▇▇'▇ Current Aa3 Aa3 Aa3 Aa3
Rating
Fitch Current Rating AA AA AA AA
S&P Current Rating AA AA AA AA
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note
Principal
Note Interest Margins
Step Up Dates
Step Up Margins
Interest Payment Cycle
Interest Payment Date
Next Interest Payment
Date
SERIES [*] SERIES [*] SERIES [*] SERIES [*]
CLASS M CLASS M CLASS M CLASS M
▇▇▇▇▇'▇ Current A2 A2 A2 A2
Rating
Fitch Current Rating A A A A
S&P Current Rating A A A A
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note
Principal
Note Interest Margins
Step Up Dates
Step Up Margins
Interest Payment Cycle
Interest Payment Date
Next Interest Payment
Date
SERIES [*] SERIES [*] SERIES [*] SERIES [*]
CLASS C CLASS C CLASS C CLASS C
▇▇▇▇▇'▇ Current ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Rating
Fitch Current Rating BBB BBB BBB BBB
S&P Current Rating BBB BBB BBB BBB
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note
Principal
Note Interest Margins
Step Up Dates
Step Up Margins
Interest Payment Cycle
Interest Payment Date
Next Interest Payment
Date
SERIES [*] SERIES [*] SERIES [*] SERIES [*]
CLASS D CLASS D CLASS D CLASS ▇
▇▇▇▇▇'▇ Current Rating Ba2 Ba2 Ba2 Ba2
Fitch Current Rating ▇▇ ▇▇ ▇▇ ▇▇
S&P Current Rating BB BB BB BB
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note
Principal
Note Interest Margins
Step Up Dates
Step Up Margins
Interest Payment Cycle
Interest Payment Date
Next Interest Payment
Date
SIGNATORIES
MASTER ISSUER CASH MANAGER
EXECUTED as a DEED by ) /S/ ▇▇▇ ▇▇▇▇▇▇▇
BANK OF SCOTLAND PLC )
acting by its attorney ) /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
in the presence of: )
Witness's signature: /S/ ▇▇▇▇▇ ▇▇▇▇
Name:
Address: ▇▇▇▇▇ & OVERY LLP
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
MASTER ISSUER
EXECUTED as a DEED by ) /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
PERMANENT )
MASTER ISSUER PLC ) /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
acting by )
Director
Director/Secretary
MASTER ISSUER SECURITY TRUSTEE
EXECUTED as a DEED ) /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
for and on behalf of )
THE BANK OF NEW YORK )
by its authorised signatory )
Witness's signature: /S/ ▇▇▇▇▇ ▇▇▇▇
Name:
Address: ▇▇▇▇▇ & ▇▇▇▇▇ LLP
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