Exhibit 4.8
Dated 26 March 2001
NORTHERN ROCK PLC
as Cash Manager, Seller and Beneficiary
GRANITE FINANCE TRUSTEES LIMITED
as Mortgages Trustee
GRANITE FINANCE FUNDING LIMITED
as Beneficiary
GRANITE FINANCE FUNDING 2 LIMITED
as Beneficiary
- and -
THE BANK OF NEW YORK
as Security Trustee and Funding 2 Security Trustee
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EIGHTH AMENDED CASH MANAGEMENT AGREEMENT
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SIDLEY AUSTIN BROWN & WOOD
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
REF:30507-30090/972619
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CONTENTS
1. Definitions
and Interpretation.........................................4
2. Appointment
of Cash Manager............................................5
3. The
Services...........................................................6
4. Payments,
Accounts, Ledgers............................................7
5. Early
Repayment
Charges...............................................22
6. No
Liability..........................................................23
7. Costs and
Expenses....................................................23
8.
Information...........................................................23
9.
Remuneration..........................................................27
10. Covenants,
Representations and Warranties of the Cash Manager.........27
11. Services
Non-Exclusive................................................28
12.
Termination...........................................................28
13. Further
Assurances....................................................32
14.
Miscellaneous.........................................................32
15.
Confidentiality.......................................................33
16. No
Partnership........................................................34
17.
Assignment............................................................34
18. The Funding
Security Trustees.........................................34
19. New Intercompany
Loan Agreements......................................35
20. Non Petition
Covenant; Limited Recourse...............................35
21. Amendments and
Waiver.................................................37
22.
Notices...............................................................38
23. Third Party
Rights....................................................39
24. Execution in
Counterparts; Severability...............................39
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25. Governing Law and
Submission to Jurisdiction..........................39
SCHEDULE 1 The Cash Management
Services....................................41
SCHEDULE 2 Cash Management and Maintenance of
Ledgers......................46
SCHEDULE 3A Form of Mortgages Trustee Quarterly
Report.....................67
SCHEDULE 3B Form of Funding Quarterly
Report...............................68
SCHEDULE 3C Form of Funding 2 Quarterly
Report.............................71
SCHEDULE 4 Cash Manager Representations and
Warranties.....................74
2
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THIS AGREEMENT IS MADE ON 26 MARCH, 2001 AND AMENDED AND RESTATED
PURSUANT TO
THE DEEDS OF AMENDMENT AND RESTATEMENT DATED 23 JULY 2001, 27
JANUARY 2003, 24
SEPTEMBER 2003, 28 JANUARY 2004, 26 MAY 2004, 19 JANUARY 2005, 24
AUGUST 2005,
19 JANUARY 2005 AND 23 DECEMBER 2005 BETWEEN:
(1) NORTHERN ROCK PLC
(registered number 3273685), a public limited company
incorporated under the laws of England and Wales whose registered
office
is
at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL in
its
capacity as Cash Manager, Seller and as a Beneficiary;
(2) GRANITE FINANCE
TRUSTEES LIMITED (registered number 79309), a private
limited company incorporated under the laws of Jersey, Channel
Islands
whose registered office is at 22 Grenville Street, St. Helier,
Jersey JE4
8PX,
Channel Islands in its capacity as Mortgages Trustee;
(3) GRANITE FINANCE
FUNDING LIMITED (registered number 79308), a private
limited company
incorporated under the laws of Jersey, Channel Islands
having its principal place of business in the United Kingdom at 69
Park
Lane, Croydon CR9 1TQ in its capacity as Funding and a
Beneficiary;
(4) GRANITE FINANCE
FUNDING 2 LIMITED (registered number 5249387), a private
limited company incorporated under the laws of England and Wales
whose
registered office is at Fifth Floor, 100 Wood Street, London EC2V
7EX in
its
capacity as Funding 2 and a Beneficiary; and
(5) THE BANK OF NEW
YORK a New York banking corporation acting through its
office at 48th Floor, One Canada Square, London E14 5AL in its
capacity
as
Security Trustee and Funding 2 Security Trustee.
WHEREAS:
(A) On the Initial
Closing Date the First Issuer will issue the First Issuer
Notes constituted by the First Issuer Trust Deed. From the proceeds
of
the
issue of those First Issuer Notes, the First Issuer shall make a
loan
to
Funding pursuant to the terms of the First Issuer Intercompany
Loan
Agreement. From the proceeds of that loan, Funding shall pay the
Initial
Contribution to the Mortgages Trustee as consideration in part for
the
Initial Funding Share of the Trust Property, which funds will be
used by
the
Mortgages Trustee to pay to the Seller the Initial Purchase Price
for
the
sale and assignment by the Seller to the Mortgages Trustee of
the
Initial Mortgage Portfolio pursuant to the Mortgage Sale
Agreement.
(B) On the Funding 2
Programme Date, Funding 2 acquired a portion of the
Seller's beneficial interest in the Mortgages Trust Deed and became
party
to
the Mortgages Trust Deed.
(C) The Cash Manager
is willing to provide Cash Management Services to the
Mortgages Trustee each Funding Beneficiary and each Funding
Security
Trustee on the terms and subject to the conditions contained in
this
Agreement.
3
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IT IS HEREBY AGREED as follows:
1. Definitions
and Interpretation
1.1 The provisions of
the Programme Master Definitions Schedule signed for
the
purposes of identification by Sidley Austin Brown & Wood and
Allen &
Overy on 19 January, 2005 (as the same have been and may be
amended,
varied or supplemented from time to time with the consent of the
parties
hereto) are expressly and specifically incorporated into and shall
apply
to
this Agreement.
1.2 Any reference in
this Agreement to any discretion, power or right on the
part
of the Mortgages Trustee shall be as exercised by the Mortgages
Trustee only as directed by the Beneficiaries but subject in each
case to
the
provisions of the Mortgages Trust Deed and the Controlling
Beneficiary Deed.
1.3 In addition to the
provisions of the Programme Master Definitions
Schedule, the following words and expressions used in this
Agreement
shall the meanings set out below.
"Funding Basis Rate Swap Agreement" means each of the ISDA
Master
Agreements, Schedules and Confirmations thereto each entered into
on or
about 23 December 2005 and any Credit Support Annexes or other
credit
support documents entered into at any time among Funding and the
Funding
Basis Rate Swap Provider and/or any credit support provider and
shall
include any additional basis rate swap agreement entered into by
Funding
from
time to time in accordance with the Transaction Documents;
"Funding Basis Rate Swap Provider" means Northern Rock and/or,
as
applicable, any other basis rate swap provider appointed from time
to
time
by Funding in accordance with the Transaction Documents;
"Funding Basis Rate Swaps" means the swap transactions as
documented
under the Funding Basis Rate Swap Agreements;
"Funding Swap Collateral" means any asset (including, without
limitation,
Cash
and/or securities) delivered to Funding by the Funding Basis
Rate
Swap
Provider in accordance with the terms of any of, the Funding
Basis
Rate
Swap Agreements in respect of the Funding Basis Rate Swap
Provider's
obligations under such Funding Basis Rate Swap Agreement;
"Funding Swap Collateral Accounts" means the Funding Swap
Collateral Cash
Account and the Funding Swap Collateral Securities Account;
"Funding Swap
Collateral Cash Account" means an account opened in the
name
of Funding for the purpose of holding Funding Swap Collateral
in
Cash
and maintained in accordance with the terms of the Cash
Management
Agreement;
"Funding Swap Collateral Ledger" means the ledger maintained by the
Cash
Manager in the books of Funding in accordance with Clause 4.3
(Funding
Ledgers) of the Cash Management Agreement;
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"Funding Swap Collateral Securities Account" means a securities
account
opened in the name of the Funding for the purpose of holding
Funding Swap
Collateral in the form of securities and maintained in accordance
with
the
terms of the Cash Management Agreement; and
"Funding Swap Replacement Premium" means any payment received from
a
replacement swap provider upon entry into an agreement with
such
replacement swap provider replacing a Funding Basis Rate Swap
Agreement.
2. Appointment
of Cash Manager
2.1 Appointment: Until
termination pursuant to Clause 12 (Termination)
herein, the Mortgages Trustee, Funding and the Security Trustee
(according to their respective estates and interests) each
hereby
appoints the Cash Manager as its lawful agent to provide the
Cash
Management Services set out in this Agreement and the Cash Manager
in
each
case hereby accepts such appointment on the terms and subject to
the
conditions of this Agreement.
2.2 Appointment by
Funding 2: Until termination pursuant to Clause 12
(Termination) herein, Funding 2 (according to its estates and
interests)
hereby appoints the Cash Manager as its lawful agent to provide the
Cash
Management Services set out in this Agreement and the Cash Manager
hereby
accepts such appointment on the terms and subject to the conditions
of
this
Agreement. The Funding 2 Security Trustee consents to the
appointment of the Cash Manager on the terms of and subject to
the
conditions of this Agreement.
2.3 Duties prescribed
by Transaction Documents: For the avoidance of doubt
and
in connection with the powers conferred under Clause 2.1
(Appointment) and Clause 2.2 (Appointment by Funding 2), save
as
expressly provided elsewhere in this Agreement, nothing herein
shall be
construed so as to give the Cash Manager any powers, rights,
authorities,
directions or obligations other than as specified in this Agreement
or
any
of the other Transaction Documents.
2.4 Appointment
conditional upon issuance of First Issuer Notes: The
appointment pursuant to Clause 2.1 (Appointment) is conditional
upon the
issue of the First Issuer Notes and the making of the First
Issuer
Intercompany Loan under the First Issuer Intercompany Loan
Agreement and
shall take effect upon and from the Initial Closing Date
automatically
without any further action on the part of any person, PROVIDED
THAT, if
the
issue of the First Issuer Notes by the First Issuer has not
occurred
by
30 April 2001, or such later date as the First Issuer and the
Lead
Manager may agree, this Agreement shall cease to be of further
effect.
2.5 Appointment by
Funding 2 Conditional: The appointment pursuant to Clause
2.2
(Appointment by Funding 2) herein is conditional upon the
acquisition
by
Funding 2 from the Seller of a portion of the Seller's
beneficial
interest in the Mortgages Trust pursuant to the Seller (Mortgages
Trust)
Assignment Agreement and shall take effect upon and from the
Funding 2
Programme Date automatically without any further action on the part
of
any
person PROVIDED THAT if Funding 2 has not acquired from the Seller
a
portion of the Seller's beneficial interest in the Mortgages Trust
by 31
January, 2005, or such later date as Funding 2 and the Seller may
agree,
the
5
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appointment of the Cash Manager as agent of Funding 2 under Clause
2.2
(Appointment by Funding 2) shall not take effect.
3. The
Services
3.1 General: The Cash
Manager shall provide the services set out in this
Agreement (including, without limitation, Schedules 1 and 2
attached
hereto) (the "Cash Management Services").
3.2 Approvals and
authorisations: The Cash Manager shall maintain, or procure
the
maintenance of, the approvals, authorisations, consents and
licences
required in connection with the respective businesses of the
Mortgages
Trustee and each Funding Beneficiary and shall prepare and submit,
or
procure the preparation and submission of, on behalf of the
Mortgages
Trustee and each Funding Beneficiary, all necessary applications
and
requests for any further approvals, authorisations, consents or
licences
which may be required in connection with the respective businesses
of the
Mortgages Trustee and each Funding Beneficiary and shall, so far as
it
reasonably can do so, perform the Cash Management Services in such
a way
as
not to prejudice the continuation of any such approvals,
authorisations, consents or licences.
3.3 Compliance with
Transaction Documents, etc.: The Cash Management Services
shall include procuring (so far as the Cash Manager, using its
reasonable
endeavours, is able so to do) compliance by the Mortgages Trustee
and
each
Funding Beneficiary with all applicable legal requirements and
with
the
terms of the Transaction Documents to which each of the
Mortgages
Trustee and/or and each Funding Beneficiary (respectively) is a
party,
PROVIDED THAT the Cash Manager shall not lend or provide any sum to
the
Mortgages Trustee or any Funding Beneficiary (other than as
expressly
contemplated by the Transaction Documents) and the Cash Manager
shall
have
no liability whatsoever to the Mortgages Trustee, each Funding
Beneficiary and each Funding Security Trustee, to any other person
for
any
failure by the Mortgages Trustee or any Funding Beneficiary to
make
any
payment due by any of them under any of the Transaction
Documents
(other than to the extent arising from (i) the Cash Manager failing
to
make
a payment in its capacity as Administrator, or in any other
capacity
under the Transaction Documents, or (ii) the Cash Manager failing
to
perform any of its obligations under any of the Transaction
Documents).
3.4 Liability of Cash
Manager:
(a)
The Cash Manager shall
indemnify each of the Mortgages Trustee, each
Funding Beneficiary and each Funding Security Trustee on demand
for
any loss, liability, claim, expense or damage suffered or
incurred
by any of them in respect of the negligence, bad faith or
wilful
default of the Cash Manager in carrying out its functions as
Cash
Manager under this Agreement or under the other Transaction
Documents or as a result of a breach by the Cash Manager of the
terms and provisions of this Agreement or such other
Transaction
Documents to which the Cash Manager is a party (in its capacity
as
such) in relation to such functions.
(b)
For the avoidance of
doubt, the Cash Manager shall not be liable in
respect of any loss, liability, claim, expense or damage suffered
or
incurred by the
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Mortgages Trustee, each Funding Beneficiary or each Funding
Security
Trustee and/or any other person as a result of the proper
performance of the Cash Management Services (as defined in
Clause
3.1 (General)) by the Cash Manager save to the extent that such
loss, liability, claim, expense or damage is suffered or incurred
as
a result of any negligence, bad faith or wilful default of the
Cash
Manager under, or as a result of, a breach by the Cash Manager
of
the terms and provisions of this Agreement or any of the other
Transaction Documents to which the Cash Manager is a party (in
its
capacity as such) in relation to such functions.
4. Payments,
Accounts, Ledgers
4.1 Establishment of
Bank Accounts:
(a)
The Cash Manager
hereby confirms that the Mortgages Trustee GIC
Account has been established on or before the date hereof
pursuant
to the Bank Account Agreement and the Mortgages Trustee
Guaranteed
Investment Contract and that the Mortgages Trustee GIC Account
Mandate in the agreed form will apply thereto at the Initial
Closing
Date. The Cash Manager undertakes (to the extent to which the
same
is within its control) that at the Initial Closing Date the
Mortgages Trustee GIC Account will be operative and that the
Cash
Manager will not knowingly create or permit to subsist any
Security
Interest in relation to the Mortgages Trustee GIC Account (but
without prejudice to the Mortgages Trust and the other
Transaction
Documents).
(b)
The Cash Manager
hereby confirms that the Mortgages Trustee
Transaction Account has been established on or before the date
hereof pursuant to the Bank Account Agreement and that the
Mortgages
Trustee Transaction Account Mandate in the agreed form will
apply
thereto at the Initial Closing Date. The Cash Manager undertakes
(to
the extent to which the same is within its control) that at the
Initial Closing Date the Mortgages Trustee Transaction Account
will
be operative and that the Cash Manager will not knowingly create
or
permit to subsist any Security Interest in relation to the
Mortgages
Trustee Transaction Account (but without prejudice to the
Mortgages
Trust and the other Transaction Documents).
(c)
The Cash Manager
hereby confirms that the Funding GIC Account has
been established on or before the date hereof pursuant to the
Bank
Account Agreement and the Funding Guaranteed Investment Contract
and
that the Funding GIC
Account Mandate in the agreed form will apply
thereto at the Initial Closing Date. The Cash Manager undertakes
(to
the extent to which the same is within its control) that at the
Initial Closing Date the Funding GIC Account will be operative
and
that the Cash Manager will not knowingly create or permit to
subsist
any Security Interest in relation to the Funding GIC Account
other
than as created under or permitted pursuant to the Funding Deed
of
Charge.
(d)
The Cash Manager
hereby confirms that the Funding Transaction
Account has been established on or before the date hereof
pursuant
to the Bank Account
7
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Agreement and that the Funding Transaction Account Mandate in
the
agreed form will apply thereto at the Initial Closing Date. The
Cash
Manager undertakes (to the extent to which the same is within
its
control) that at the Initial Closing Date the Funding
Transaction
Account will be operative and that the Cash Manager will not
knowingly create or permit to subsist any Security Interest in
relation to the Funding Transaction Account other than as
created
under or permitted pursuant to the Funding Deed of Charge.
(e)
The Cash Manager
hereby confirms that the Funding (First Issuer) GIC
Account has been established on or before the date hereof
pursuant
to the Funding (First Issuer) Bank Account Agreement and the
Funding
(First Issuer) Guaranteed Investment Contract and that the
Funding
(First Issuer) GIC Account Mandate in the agreed form will
apply
thereto at the Initial Closing Date. The Cash Manager undertakes
(to
the extent to which the same is within its control) that at the
Initial Closing Date the Funding (First Issuer) GIC Account will
be
operative and that the Cash Manager will not knowingly create
or
permit to subsist any Security Interest in relation to the
Funding
(First Issuer) GIC Account other than as created under or
permitted
pursuant to the Funding Deed of Charge.
(f)
The Cash Manager
hereby confirms that the Funding 2 GIC Account has
been established on or before the Funding 2 Programme Date
pursuant
to the Funding 2 Bank Account Agreement and the Funding 2
Guaranteed
Investment Contract and that the Funding 2 GIC Account Mandate
in
the agreed form will apply thereto at the Funding 2 Programme
Date.
The Cash Manager undertakes (to the extent to which the same is
within its control) that at the Funding 2 Programme Date the
Funding
2 GIC Account will be operative and that the Cash Manager will
not
knowingly create or permit to subsist any Security Interest in
relation to the Funding 2 GIC Account other than as created under
or
permitted pursuant to the Funding 2 Deed of Charge.
(g)
The Cash Manager
hereby confirms that the Funding 2 Transaction
Account has been established on or before the Funding 2
Programme
Date pursuant to the Funding 2 Bank Account Agreement and that
the
Funding 2 Transaction Account Mandate in the agreed form will
apply
thereto at the Funding 2 Programme Date. The Cash Manager
undertakes
(to the extent to which the same is within its control) that at
the
Funding 2 Programme Date the Funding 2 Transaction Account will
be
operative and that the Cash Manager will not knowingly create
or
permit to subsist any Security Interest in relation to the Funding
2
Transaction Account other than as created under or permitted
pursuant to the Funding 2 Deed of Charge.
(h)
On each occasion that
Funding enters into an Intercompany Loan
Agreement, the Cash Manager undertakes to establish a separate
Funding (Issuer) GIC Account in respect of the applicable
Funding
Issuer to which amounts in respect of any Issuer Reserve Fund
and
Issuer Liquidity Reserve Fund (if any) of such Issuer will be
credited.
8
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(i)
On each occasion that
a Funding Beneficiary enters into an
Intercompany Loan Agreement (or, in the case of Funding 2, is
the
recipient of a Loan Tranche under an existing Funding 2
Intercompany
Loan Agreement), then the Cash Manager, the Seller, each
Funding
Beneficiary, each Funding Security Trustee and the Mortgages
Trustee
shall execute such amendments to this Agreement as may be
necessary
to reflect the establishment of any bank account for such
Funding
Beneficiary.
4.2 Mortgages Trustee
Ledgers:
(a)
The Cash Manager shall
open and maintain in the books of the
Mortgages Trustee the following ledgers on behalf of the
Mortgages
Trustee:
(i) the Principal
Ledger, which shall separately reflect all
Principal Receipts standing to the credit of each of the
Mortgages Trustee GIC Account and the Mortgages Trustee
Transaction Account from time to time and distribution of the
same to the Beneficiaries;
(ii) the Revenue Ledger, which shall separately reflect all
Revenue
Receipts standing to the credit of each of the Mortgages
Trustee GIC Account and the Mortgages Trustee Transaction
Account from time to time and distribution of the same to the
Beneficiaries;
(iii) the Losses Ledger, which shall record Losses on the
Mortgage
Portfolio;
(iv) the Funding Share/Funding 2 Share/Seller Share Ledger
which
shall record the Funding Share, the Funding 2 Share, the Seller
Share, the Funding Share Percentage, the Funding 2 Share
Percentage and the Seller Share Percentage of the Trust
Property;
(v) the Overpayments
Ledger, which will reflect each Revenue
Receipt and/or Principal Receipt paid by a Borrower in excess
of the amount required with respect to the relevant Mortgage
Loan (and in the case of any non-Flexible Mortgage Loan any
payment which is not a Capital Payment), which shall be divided
into (A) the Non-Flexible Overpayments Sub Ledger to record
Overpayments on Non-Flexible Mortgage Loans and (B) the
Flexible Overpayments Sub Ledger to record Overpayments on
Flexible Mortgage Loans, in each case as received into and paid
out of the Mortgages Trustee GIC Account from time to time;
(vi) the Non-Flexible Underpayments Ledger, which shall record
Underpayments on Non-Flexible Mortgage Loans from time to time;
(vii) the Re-Draws Ledger, which will record Re-Draws on the
Flexible Mortgage Loans and which shall be divided into (A) the
Cash Re-Draws Sub Ledger to record Cash Re-Draws made in
respect of Flexible Mortgage Loans and (B) the Non-Cash
Re-Draws Sub Ledger
9
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to record Non-Cash Re-Draws made in respect of Flexible
Mortgage Loans;
(viii) the Contributions Ledger, which will be divided into sub
ledgers to record the making of Contributions to the Mortgages
Trustee pursuant to the Mortgages Trust Deed by each of the
Funding Beneficiaries and the Seller and the application of
such Contributions in accordance with the terms of the
Mortgages Trust Deed by:
(A) the payment by the
Mortgages Trustee to the Seller of (1)
amounts of Initial Purchase Price for the sale of any New
Mortgage
Portfolio which is acquired by the Mortgages
Trustee from the Seller under the provisions of Mortgage
Sale Agreement (2) amounts of Deferred Purchase Price in
accordance with the Mortgage Sale Agreement or (3) amounts
of any Special Distribution in accordance with the
Mortgages Trust Deed;
(B) the payment by the
Mortgages Trustee to Funding of amounts
of any Special Distribution in accordance with the
Mortgages Trust Deed; and
(ix) the Further Draws Ledger, which will record Further Draws
on
Personal Secured Loans from time to time.
(b)
The Cash Manager shall
make credits and debits to the Mortgages
Trustee Ledgers in the manner described in paragraphs 10, 11,
12,
13, 14, 31, 32, 33 and 34 of Schedule 2 hereto.
4.3 Funding
Ledgers:
(a)
The Cash Manager shall
open and maintain in the books of Funding the
following ledgers on behalf of Funding:
(i) the Issuer Reserve
Fund Ledger of any Funding Issuer, which
shall record the amount credited to the Issuer Reserve Fund of
such Issuer on the related Closing Date, and subsequent
withdrawals and deposits in respect of such Issuer Reserve
Fund;
(ii) the Issuer Liquidity Reserve Ledger of any Funding Issuer,
if
any, which shall record the amount credited to the Issuer
Liquidity Reserve Fund from time to time of such Issuer, and
subsequent withdrawals and deposits in respect of such Issuer
Liquidity Reserve Fund;
(iii) the Funding Principal Ledger, which shall separately
reflect
all Funding Principal Receipts received by Funding on each
Distribution Date and all Funding Principal Receipts standing
to the credit of each Funding Bank Account, and the following
sub-ledgers:
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(A) the Group 1
Principal Sub-Ledger which shall record
receipts and payments of Funding Principal Receipts
allocable
to Group 1; and
(B) the Group 2
Principal Sub-Ledger which shall record
receipts and payments of Funding Principal Receipts
allocable to Group 2;
(iv) the Funding Principal Deficiency Ledger, which shall
reflect
the aggregate position of the Issuer Principal Deficiency
Ledgers of all Funding Issuers as to Losses on the Mortgage
Loans and the application of Funding Available Principal
Receipts to fund Issuer Liquidity Reserve Funds;
(v) the Funding
Revenue Ledger, which shall separately reflect all
Funding Revenue Receipts received by Funding on each
Distribution Date and all Funding Revenue Receipts standing to
the credit of each Funding Bank Account, (other than any
Funding Swap Collateral Account) and the following sub-ledgers:
(A) the Funding
Expense Sub-Ledger which shall record receipts
and payments of Funding Revenue Receipts allocable to the
payment of expenses;
(B) the Group 1
Revenue Sub-Ledger which shall record receipts
and payments of Funding Revenue Receipts allocable to
Group 1; and
(C) the Group 2
Revenue Sub-Ledger which shall record receipts
and payments of Funding Revenue Receipts allocable to
Group 2;
(vi) the Funding Reserve Ledger, which shall record the amount
credited to the Funding Reserve Fund from time to time, and
subsequent withdrawals and deposits in respect of the Funding
Reserve Fund; and
(vii) the Funding Intercompany Loan Ledger, which shall be
divided
into segregated sub ledgers each of which shall record payments
of interest and fees and repayments of principal made under
each Funding Intercompany Loan.
(viii) the Funding Swap Collateral Ledger to record all
payments,
deliveries, transfers and receipts in connection with Funding
Swap Collateral, including, without limitation:
(A) the delivery of
any Funding Swap Collateral to Funding by
the Funding Basis Rate Swap Provider;
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(B) the receipt of any
income or distributions in respect of
such Funding Swap Collateral and the payment of such
income or distributions to the Funding Basis Rate Swap
Provider;
(C) the return of all,
or any part of, such Funding Swap
Collateral to the Funding Basis Rate Swap Provider; and
(D) the payment or
transfer of all, or any part of, such
Funding Swap Collateral to the Funding Transaction Account
or the Funding Swap Collateral Account,
provided that the Funding Swap Collateral Ledger shall only be
established in the event that the Funding Basis Rate Swap
Provider pays or transfers Funding Swap Collateral to Funding
in accordance with the Funding Basis Rate Swap Agreement.
(b)
The Cash Manager shall
make credits and debits to the Funding
Ledgers in accordance with the provisions of paragraphs 15
through
21 of Schedule 2 hereto.
4.4 Funding 2
Ledgers:
(a)
The Cash Manager shall
open and maintain in the books of Funding 2
the following ledgers on behalf of Funding 2:
(i) the Funding 2
Principal Ledger, which shall separately reflect
all Funding 2 Principal Receipts received by Funding 2 on each
Distribution Date (other than any Funding 2 Principal Receipts
constituting the Cash Accumulation Requirement) and all Funding
2 Principal Receipts standing to the credit of each Funding 2
Bank Account (other than any Funding 2 Principal Receipts
credited to the Funding 2 Cash Accumulation Ledger);
(ii) the Funding 2 Cash Accumulation Ledger which shall
separately
reflect all Funding 2 Principal Receipts received by Funding 2
on each Distribution Date in respect of the Cash Accumulation
Requirement;
(iii) the Funding 2 Principal Deficiency Ledger, which shall
comprise five sub-ledgers to be known as the AAA Principal
Deficiency Sub-Ledger, the AA Principal Deficiency Sub-Ledger,
the A Principal Deficiency Sub-Ledger, the BBB Principal
Deficiency Sub-Ledger and the BB Principal Deficiency
Sub-Ledger, and which shall record (A) any principal
deficiencies arising from Losses on the Mortgage Loans which
have been allocated to Funding 2, (B) the application of
Funding 2 Available Principal Receipts to meet any deficiency
in Funding 2 Available Revenue Receipts, (C) the application of
Funding 2 Available Principal Receipts to fund the Funding 2
Liquidity Reserve Fund and (D) the application of Funding 2
Available Revenue Receipts to be applied to reduce the balances
on the Funding 2 Principal Deficiency Ledger;
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<PAGE>
(iv) the Funding 2 Revenue Ledger, which shall separately
reflect
all Funding 2 Revenue Receipts received by Funding 2 on each
Distribution Date, and all Funding 2 Revenue Receipts standing
to the credit of each Funding 2 Bank Account (other than any
Funding 2 Swap Collateral Account);
(v) the Funding 2
Reserve Ledger, which shall record the amount
credited to the Funding 2 Reserve Fund from time to time, and
subsequent withdrawals and deposits in respect of the Funding 2
Reserve Fund;
(vi) the Funding 2 Liquidity Reserve Ledger, which shall record
the
amount credited to the Funding 2 Liquidity Reserve Fund from
time to time, and subsequent withdrawals and deposits in
respect of the Funding 2 Liquidity Reserve Fund provided that
the Funding 2 Liquidity Reserve Ledger shall only be
established in the event that Funding 2 is required to do so
pursuant to the terms of the Funding 2 Deed of Charge;
(vii) the Funding 2 Liquidity Facility Ledger which shall record
all
drawings and repayments in respect of any Funding 2 Liquidity
Facility provided that the Funding 2 Liquidity Facility Ledger
shall only be established in the event that Funding 2 enters
into a Funding 2 Liquidity Agreement;
(viii) the Funding 2 Swap Collateral Ledger to record all
payments,
deliveries, transfers and receipts in connection with Swap
Collateral, including, without limitation:
(A) the delivery of
any Swap Collateral to Funding 2 by the
Funding 2 Basis Rate Swap Provider;
(B) the receipt of any
income or distributions in respect of
such Swap Collateral and the payment of such income or
distributions to the Funding 2 Basis Rate Swap Provider;
(C)
the return of all, or
any part of, such Swap Collateral to
the Funding 2 Basis Rate Swap Provider; and
(D) the payment or
transfer of all, or any part of, such Swap
Collateral to the Funding 2 Transaction Account or the
Funding 2 Swap Account,
provided that the Funding 2 Swap Collateral Ledger shall only
be established in the event that the Funding 2 Basis Rate Swap
Provider pays or transfers Swap Collateral to Funding 2 in
accordance with the Funding 2 Basis Rate Swap Agreement; and
(ix) the Funding 2 Intercompany Loan Ledger, which shall be
divided
into segregated sub-ledgers each of which shall record payments
made under each Loan Tranche (each of which shall be divided
into sub-
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ledgers to record payments of interest and fees and repayments
of principal made under the applicable Loan Tranche).
(b)
The Cash Manager shall
make credits and debits to the Funding 2
Ledgers in accordance with the provisions of paragraphs 22
through
30 of Schedule 2 hereto.
4.5 Payments:
Mortgages Trust
(a)
The Cash Manager shall
procure that so far as it may be able in
relation to all Mortgage Loans comprised in the Mortgage
Portfolio,
the following amounts are paid into the Mortgages Trustee
Transaction Account:
(i) all Monthly
Payments, other interest received under and in
respect of the Mortgage Loans and any costs or other amounts
received under the Mortgage Loans (including in any such case
amounts recovered on enforcement of rights against any Borrower
or guarantor of the Borrower, any Mortgaged Property or any of
the Borrower's or guarantor's other property or assets);
(ii) all final releases and all repayments or prepayments of
principal under the Mortgage Loans;
(iii) any amount received by or on behalf of the Mortgages
Trustee
pursuant to any Insurance Policy; and
(iv) any other amounts whatsoever received by or on behalf of
the
Mortgages Trustee on or after the Initial Closing Date,
(b)
The Cash Manager shall
procure that the following amounts are
credited to the Mortgages Trustee GIC Account:
(i) from time to time
upon written or electronic receipt of
instructions from the Administrator, all amounts standing to
the credit of the Mortgages Trustee Transaction Account; and
(ii) all interest earned on any of (A) the Mortgages Trustee
Transaction Account, (B) the Mortgages Trustee GIC Account and
(C) all investment proceeds from Authorised Investments
purchased from amounts standing to the credit of either the
Mortgages Trustee Transaction Account or the Mortgages Trustee
GIC Account.
Funding
(c)
The Cash Manager shall
procure that on each Distribution Date the
following amounts are paid into the Funding GIC Account:
(i) all Funding
Principal Receipts, PROVIDED HOWEVER that any
amounts recorded as a credit on the Non-Flexible Overpayments
Sub-
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Ledger shall remain in the Mortgages Trustee GIC Account on
such Distribution Date;
(ii) all Funding Revenue Receipts; and
(iii) any other amounts whatsoever received by or on behalf of
Funding after the Initial Closing Date (excluding Funding Swap
Collateral),
and the Cash Manager shall procure that all interest earned on
the
Funding GIC Account and the Funding Transaction Account and all
investment proceeds from Authorised Investments purchased from
amounts standing to the credit of such accounts are credited to
the
Funding GIC Account.
(d)
The Cash Manager shall
procure that all interest earned on each
Funding (Issuer) GIC Account and all investment proceeds from
Authorised Investments purchased from amounts standing to the
credit
of such Funding (Issuer) GIC Account are credited to such
account.
(e)
The Cash Manager shall
procure that on each Payment Date the lesser
of (1) the amount standing to the credit of the Funding GIC
Account
and (2) the aggregate of all amounts required to be paid by
Funding
to all Funding Issuers in accordance with the relevant Funding
Priority of
Payments, is credited to the Funding Transaction Account
in accordance with the provisions of the Funding Deed of
Charge.
(f)
The Cash Manager shall
procure that all transfers and withdrawals of
amounts standing to the credit of the Funding Bank Accounts and
the
Funding Swap Collateral Accounts shall be made in accordance
with
the provisions of the Funding Deed of Charge.
Funding 2
(g)
The Cash Manager shall
procure that on each Distribution Date the
following amounts are paid into the Funding 2 GIC Account:
(i) all Funding 2
Principal Receipts, PROVIDED HOWEVER that any
amounts recorded as a credit on the Non-Flexible Overpayments
Sub Ledger shall remain in the Mortgages Trustee GIC Account on
such Distribution Date; and
(ii) all Funding 2 Revenue Receipts; and
(iii) any other amounts whatsoever received by or on behalf of
Funding 2 after the Funding 2 Programme Date (excluding Swap
Collateral),
and the Cash Manager shall procure that all interest earned on
the
Funding 2 GIC Account and the Funding 2 Transaction Account and
all
investment proceeds from Authorised Investments purchased from
amounts standing to the credit of such accounts are credited to
the
Funding 2 GIC Account.
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(h)
The Cash Manager shall
procure that on each Monthly Payment Date the
lesser of (1) the amount standing to the credit of the Funding 2
GIC
Account and (2) the aggregate of all amounts required to be paid
by
Funding 2 to the Funding 2 Issuers in accordance with the
relevant
Funding 2 Priority of Payments, is credited to the Funding 2
Transaction Account in accordance with the provisions of the
Funding
2 Deed of Charge.
(i)
The Cash Manager shall
procure that all transfers and withdrawals of
amounts standing to the credit of the Funding 2 Transaction
Account,
the Funding 2 GIC Account and the Funding 2 Swap Collateral
Account
shall be made in accordance with the provisions of the Funding
2
Deed of
Charge.
General
(j)
Each of the payments
into the Mortgages Trustee Bank Accounts, the
Funding Bank Accounts and the Funding 2 Bank Accounts referred to
in
Clauses 4.4(a) through (i) herein shall be made forthwith upon
receipt by the Mortgages Trustee, Funding, Funding 2 or the
Cash
Manager, as the case may be, of the amount in question.
(k)
For the avoidance of
doubt, as soon as reasonably practicable after
becoming aware of the same, the Cash Manager may, and shall,
withdraw Cash from, as the case may be, the Mortgages Trustee
Bank
Accounts, the Funding Bank Accounts or the Funding 2 Bank
Accounts
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.
(l)
The Cash Manager shall
promptly notify each of the Mortgages
Trustee, each Funding Beneficiary and each Funding Security
Trustee
of any additional account which supplements or replaces any
account
specifically referred to in the definitions of the "Mortgages
Trustee Transaction Account", the "Mortgages Trustee GIC
Account",
the "Funding Transaction Account", the "Funding GIC Account",
any
"Funding (Issuer) GIC Account", the "Funding 2 Transaction
Account"
or the "Funding 2 GIC Account" in the Programme Master
Definitions
Schedule.
(m) Each of the Cash Manager and the
Mortgages Trustee undertakes that,
so far as it is able to procure the same, the Mortgages Trustee
Bank
Accounts and all instructions and Mandates in relation thereto
will
continue to be operative and will not, save as provided in
Clause
4.7 (Cash Management) herein or as permitted pursuant to the
Bank
Account Agreement, be changed without the prior written consent
of
the Funding Security Trustees (such consent not to be
unreasonably
withheld or delayed). For the avoidance of doubt, the Cash
Manager
may change the Authorised Signatories in respect of any
instructions
or Mandates relating to the Mortgages Trustee Bank Accounts,
without
the prior written consent of the Funding Security Trustees, in
accordance with Clause 4.2 (Amendment or Revocation) of the
Bank
Account Agreement.
(n)
Each of the Cash
Manager and Funding undertakes that, so far as it
is able to procure the same, the Funding Bank Accounts and all
instructions and
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Mandates in relation thereto will continue to be operative and
will
not, save as provided in Clause 4.7 (Cash Management) herein or
as
permitted pursuant to the Bank Account Agreement or any Funding
(Issuer) Bank Account Agreement, be changed without the prior
written consent of the Security Trustee (such consent not to be
unreasonably withheld or delayed). For the avoidance of doubt,
the
Cash Manager may change the Authorised Signatories in respect of
any
instructions or Mandates relating to the Funding Bank Accounts
without
the prior written consent of the Security Trustee, in
accordance with Clause 4.2 (Amendment or Revocation) of the
Bank
Account Agreement or any Funding (Issuer) Bank Account Agreement,
as
the case may be.
(o)
Each of the Cash
Manager and Funding 2 undertakes that, so far as it
is able to procure the same, the Funding 2 Bank Accounts and
all
instructions and Mandates in relation thereto will continue to
be
operative and will not, save as provided in Clause 4.7 (Cash
Management) herein or as permitted pursuant to the Funding 2
Bank
Account Agreement, be changed without the prior written consent
of
the Funding 2 Security Trustee (such consent not to be
unreasonably
withheld or delayed). For the avoidance of doubt, the Cash
Manager
may change the Authorised Signatories in respect of any
instructions
or Mandates relating to the Funding 2 Bank Accounts without the
prior written consent of the Funding 2 Security Trustee, in
accordance with Clause 4.2 (Amendment or Revocation) of the
Funding
2 Bank Account Agreement.
4.6 Withdrawals: The
Cash Manager may make withdrawals:
(a)
on behalf of the
Mortgages Trustee from the Mortgages Trustee Bank
Accounts;
(b)
on behalf of Funding
from the Funding Bank Accounts, but only:
(i) with the prior
consent of the Security Trustee as provided
under the Funding Deed of Charge or following receipt of a
request for withdrawal in writing from the Cash Manager on
behalf of Funding; and
(ii) until receipt of a Funding Intercompany Loan Enforcement
Notice
served by the Security Trustee on Funding (with a copy to the
Funding Secured Creditors as soon as reasonable thereafter in
accordance with and subject to the Funding Deed of Charge);
(c)
on behalf of Funding 2
from the Funding 2 Bank Accounts, but only:
(i) with the prior
consent of the Funding 2 Security Trustee as
provided under the Funding 2 Deed of Charge or following
receipt of a request for withdrawal in writing from the Cash
Manager on behalf of Funding 2; and
(ii) until receipt of a Funding 2 Intercompany Loan Enforcement
Notice served by the Funding 2 Security Trustee on Funding 2
(with a copy to
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<PAGE>
the Funding 2 Secured Creditors as soon as reasonable
thereafter in accordance with and subject to the Funding 2 Deed
of Charge),
as permitted by this Agreement and the other Transaction
Documents;
(d)
on behalf of Funding 2
from the Funding 2 Swap Collateral Account as
permitted by this Agreement and the other Transaction Documents;
and
(e)
on behalf of Funding
from the Funding Swap Collateral Account as
permitted by this Agreement and other Transaction Documents.
4.7 Cash Management:
In administering the Funding Bank Accounts on behalf of
Funding and the Security Trustee, the Cash Manager shall comply
with the
provisions of Schedule 2 hereto prior to receipt by the Cash
Manager of a
copy
of any Intercompany Loan Enforcement Notice served by the
Security
Trustee on Funding. In administering the Funding 2 Bank Accounts
on
behalf of Funding 2 and the Funding 2 Security Trustee, the Cash
Manager
shall comply with the provisions of Schedule 2 hereto prior to
receipt by
the
Cash Manager of a copy of any Intercompany Loan Enforcement
Notice
served by the Funding 2 Security Trustee on Funding 2.
4.8 Contributions by
Funding: Following the drawing of any Intercompany Loan
by
Funding from any Funding Issuer on any date, the Cash Manager
shall
procure (i) the payment on such date by Funding to the Mortgages
Trustee
of
Funding's Contribution to the Mortgages Trustee pursuant to the
Mortgages Trust Deed and (ii) the application of such Contribution
by the
Mortgages Trustee for payment to the Seller of either (a) the
amount of
Initial Purchase Price for the sale of any New Mortgage Portfolio
which
is
acquired by the Mortgages Trustee from the Seller on such date
under
the
provisions of Mortgage Sale Agreement or (b) the amount of any
Special Distribution made to the Seller as Beneficiary under
the
Mortgages Trust Deed, as applicable.
4.9 Contributions by
Funding 2: Following the drawing of any Intercompany
Loan
or the drawing of any Loan Tranche pursuant to an Intercompany
Loan
Agreement by Funding 2 from any Funding 2 Issuer on any date, the
Cash
Manager shall procure:
(i)
the payment on such
date (or on such other date as may be agreed
between Funding 2, the Funding 2 Security Trustee, the
applicable
Funding 2 Issuer and the applicable Issuer Security Trustee) by
Funding 2 to a Funding 2 Issuer of an amount by way of the
refinancing (in whole or in part) of an existing Intercompany
Loan
or Loan Tranche; or
(ii)
the payment on such date by Funding 2 to the Mortgages Trustee
of
Funding 2's Contribution to the Mortgages Trustee pursuant to
the
Mortgages Trust Deed and the application of such Contribution by
the
Mortgages Trustee (as directed by Funding 2 or the Funding 2
Security Trustee) for payment to:
(a)
the Seller of either
(1) the amount of Initial Purchase Price
for the sale of any New Mortgage Portfolio which is acquired by
the Mortgages Trustee from the Seller on such date under the
provisions of Mortgage
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<PAGE>
Sale Agreement or (2) the amount of any Special Distribution
made to the Seller as Beneficiary under the Mortgages Trust
Deed, as applicable; and/or
(b) Funding of the
amount of any Special Distribution made to
Funding as Beneficiary under the Mortgages Trust Deed.
4.10 Funding Reserve Fund: The Cash Manager, on behalf of Funding,
may utilise
the
Funding Reserve Fund to fund initial reserves and other expenses
in
connection with the issuance of any Notes by any Funding Issuer, to
the
extent that such initial reserves and expenses are to be
established, or
paid
for, by Funding and are not funded pursuant to the terms of the
Issuer Start Up Loan Agreement applicable to that Funding
Issuer.
4.11 Funding 2 Reserve Fund: The Cash Manager, on behalf of Funding
2, may
utilise the Funding 2 Reserve Fund to fund initial reserves and
other
expenses in connection with the issuance of any Notes by any
Funding 2
Issuer and the making of Loan Tranches to Funding 2, to the extent
that
such
reserves and expenses are to be funded or paid for by Funding
2.
4.12 Termination of Funding 2 Basis Rate Swaps: If on or prior to
the date of
the
earlier of (i) repayment in full of the Funding 2 Intercompany
Loan
Agreements or (ii) the service of a Funding 2 Intercompany Loan
Enforcement Notice on Funding 2, any Funding 2 Basis Rate Swap
under the
Funding 2 Basis Rate Swap Agreement is terminated, the Cash Manager
(on
behalf of Funding 2 and the Funding 2 Security Trustee) shall
purchase a
replacement hedge on terms acceptable to the Rating Agencies,
Funding 2
and
the Funding 2 Security Trustee and with a swap provider that
the
Rating Agencies have previously confirmed in writing, to Funding 2
and
the
Funding 2 Security Trustee, will not cause the then-current
ratings
of
the Notes issued by the Funding 2 Issuers to be downgraded,
withdrawn
or
qualified. Funding 2 may apply any early termination payment
received
from, as appropriate, the Funding 2 Basis Rate Swap Provider for
such
purpose. Any Swap Replacement Premium received by Funding 2 from
a
replacement swap provider
upon entry into a swap agreement replacing such
Funding 2 Basis Rate Swap shall firstly be applied in or towards
payment
of
any termination payment due and payable to the Funding 2 Basis
Rate
Swap
Provider following the termination of the applicable Funding 2
Basis
Rate
Swap. Any amount of such Swap Replacement Premium not applied in
or
towards payment of such termination payment will form part of
Funding 2
Available Revenue Receipts.
4.13 Funding 2 Swap Collateral:
(a)
In the event that
pursuant to the terms of the Funding 2 Basis Rate
Swap Agreement, the Funding 2 Basis Rate Swap Provider pays or
transfers Swap Collateral to Funding 2, the Cash Manager shall:
(i) if not already
created, create the Funding 2 Swap Collateral
Ledger in the books of Funding 2 so as to record the amount and
type of such Swap Collateral and, if there is more than one
Funding 2 Basis Rate
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<PAGE>
Swap Agreement; identify the 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 Funding 2 Swap Collateral Ledger;
(iii) to the extent that such Swap Collateral is in the form of
Cash, pay it into the relevant Funding 2 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
Funding 2 Swap Collateral Securities Account.
(b)
Any such Swap
Collateral shall not form part of the Funding 2
Available Revenue Receipts and the Funding 2 Available
Principal
Receipts; provided that if the terms of the Funding 2 Basis
Rate
Swap Agreement permit such Swap Collateral (or any part thereof)
to
be applied in or towards satisfaction of the Funding 2 Basis
Rate
Swap Provider's obligations under the Funding 2 Basis Rate Swap
Agreement, and in the event that such Swap Collateral (or such
part
thereof) is to be so applied, the Cash Manager shall:
(i) where such Swap
Collateral is in the form of Cash, transfer the
amount of Cash to be so applied from the Funding 2 Swap
Collateral Cash Account to the Funding 2 Transaction Account;
and/or
(ii) where such Swap Collateral is in the form of securities,
realise the Swap Collateral and pay the amount of the net
proceeds to be so applied into the Funding 2 Transaction
Account,
and, in each case, make the appropriate debits and credits to
the
Funding 2 Swap Collateral Ledger. Any amount transferred from
the
Funding 2 Swap Collateral Accounts to the Funding 2 Transaction
Account in accordance with this Clause 4.13(b) will form part of
the
Funding 2 Available Revenue Receipts.
(c)
To the extent that
pursuant to the terms of the Funding 2 Basis Rate
Swap Agreement, Swap Collateral (or any income or distributions
in
respect
thereof) is to be returned or paid (as applicable) to the
Funding 2 Basis Rate Swap Provider, the Cash Manager shall:
(i) where the relevant
Swap Collateral (or such income or
distributions) is in the form of Cash, return or pay (as
applicable) the relevant amount of Cash out of the relevant
Funding 2 Swap Collateral Cash Account to the Funding 2 Basis
Rate Swap Provider; and/or
(ii) where the relevant Swap Collateral (or such income or
distributions) is in the form of securities, transfer and
deliver the Swap Collateral to the Funding 2 Basis Rate Swap
Provider,
and, in each case, debit the Funding 2 Swap Collateral Ledger
as
appropriate.
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(d)
The terms of this
Clause 4.13 shall prevail if and to the extent
that they are inconsistent with the other paragraphs of this
Clause
4.
(e)
If, in relation to
Swap Collateral, there is any conflict between
the terms of the Funding 2 Basis Rate Swap Agreement, the Funding
2
Deed of Charge and/or this Agreement, the terms of the Funding
2
Basis Rate Swap Agreement shall apply.
4.14 Termination of Funding Basis Rate Swaps: If on or prior to the
date of
the
earlier of (i) repayment in full of the Funding Intercompany
Loan
Agreements or (ii) the service of a Funding Intercompany Loan
Enforcement
Notice on Funding, any Funding Basis Rate Swap under the Funding
Basis
Rate
Swap Agreements is terminated, the Cash Manager (on behalf of
Funding and the Funding Security Trustee) shall purchase a
replacement
hedge on terms acceptable to the Rating Agencies, Funding and the
Funding
Security Trustee and with a swap provider that the Rating Agencies
have
previously confirmed in writing, to Funding and the Funding
Security
Trustee, will not cause the then-current ratings of the Notes
issued by
the
Funding Issuers to be downgraded, withdrawn or qualified. Funding
may
apply any early termination payment received from, as appropriate,
the
Funding Basis Rate Swap Provider for such purpose. Any Funding
Swap
Replacement Premium received by Funding from a replacement swap
provider
upon
entry into a swap agreement replacing such Funding Basis Rate
Swap
shall firstly be applied in or towards payment of any termination
payment
due
and payable to the Funding Basis Rate Swap Provider following
the
termination of the applicable Funding Basis Rate Swap. Any amount
of such
Swap
Replacement Premium not applied in or towards payment of such
termination payment will form part of Funding Available Revenue
Receipts.
4.15 Funding Swap Collateral:
(a)
In the event that
pursuant to the terms of any of the Funding Basis
Rate Swap Agreements, the Funding Basis Rate Swap Provider pays
or
transfers Funding Swap Collateral to Funding, the Cash Manager
shall:
(i) if not already
created, create the Funding Swap Collateral
Ledger in the books of Funding so as to record the amount and
type of such Funding Swap Collateral and identify the Funding
Basis Rate Swap Agreement in respect of which it has been
posted;
(ii) upon receipt of such Funding Swap Collateral, credit it to
and
record the relevant details in the Funding Swap Collateral
Ledger;
(iii) to the extent that such Funding Swap Collateral is in the
form
of Cash, pay it into the relevant Funding Swap Collateral Cash
Account; and
(iv) to the extent that such Funding Swap Collateral is in the
form
of securities, arrange for it to be credited to the relevant
Funding Swap Collateral Securities Account.
(b)
Any such Funding Swap
Collateral shall not form part of the Funding
Available Revenue Receipts and the Funding Available Principal
Receipts;
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<PAGE>
provided that if the terms of the Funding Basis Rate Swap
Agreement
permit such Funding Swap Collateral (or any part thereof) to be
applied in or towards satisfaction of the Funding Basis Rate
Swap
Provider's obligations under the Funding Basis Rate Swap
Agreement,
and in the event that such Funding Swap Collateral (or such
part
thereof) is to be so applied, the Cash Manager shall:
(i) where such Funding
Swap Collateral is in the form of Cash,
transfer the amount of Cash to be so applied from the Funding
Swap Collateral Cash Account to the Funding Transaction
Account; and/or
(ii) where such Funding Swap Collateral is in the form of
securities, realise the Funding Swap Collateral and pay the
amount of the net proceeds to be so applied into the Funding
Transaction Account,
and, in each case, make the appropriate debits and credits to
the
Funding Swap Collateral Ledger. Any amount transferred from the
Funding Swap Collateral Accounts to the Funding Transaction
Account
in accordance with this Clause 4.15(b) will form part of the
Funding
Available Revenue Receipts.
(c)
To the extent that
pursuant to the terms of the Funding Basis Rate
Swap
Agreement, Funding Swap Collateral (or any income or
distributions in respect thereof) is to be returned or paid (as
applicable) to the Funding Basis Rate Swap Provider, the Cash
Manager shall:
(i) where the relevant
Funding Swap Collateral (or such income or
distributions) is in the form of Cash, return or pay (as
applicable) the relevant amount of Cash out of the relevant
Funding Swap Collateral Cash Account to the Funding Basis Rate
Swap Provider; and/or
(ii) where the relevant Funding Swap Collateral (or such income
or
distributions) is in the form of securities, transfer and
deliver the Funding Swap Collateral to the Funding Basis Rate
Swap Provider,
and, in each case, debit the Funding Swap Collateral Ledger as
appropriate.
(d)
The terms of this
Clause 4.15 shall prevail if and to the extent
that they are inconsistent with the other paragraphs of this
Clause
4.
(e)
If, in relation to
Funding Swap Collateral, there is any conflict
between the terms of the Funding Basis Rate Swap Agreement, the
Funding Deed of Charge and/or this Agreement, the terms of the
Funding Basis Rate Swap Agreement shall apply.
5. Early
Repayment Charges
The
Cash Manager shall withdraw any Early Repayment Charges paid into
the
Mortgages Trustee Bank Accounts and pay the same to the Seller,
by
telegraphic transfer to such account as may be specified by the
Seller
from
time to time, promptly following a request for such withdrawal
being
received from the Seller. For the
22
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avoidance of doubt, the Cash Manager shall not record the receipt
or
withdrawal of Early Repayment Charges in any of the ledgers
maintained
under this Agreement.
6. No
Liability
Save
as otherwise provided in this Agreement, the Cash Manager shall
have
no
liability for the obligations of any of the Mortgages Trustee,
each
Funding Beneficiary or each Funding Security Trustee under any of
the
Transaction Documents or otherwise and nothing herein shall
constitute a
guarantee, or similar obligation, by the Cash Manager of any of
the
Mortgages Trustee, each Funding Beneficiary or each Funding
Security
Trustee in respect of any of them.
7. Costs and
Expenses
7.1 Each Funding
Beneficiary and the Mortgages Trustee, proportionately in
accordance with and subject to the applicable Funding Priority
of
Payments, the applicable Funding 2 Priority of Payments or the
applicable
Mortgages Trustee Priority of Payments, as the case may be, will on
each
Distribution Date, Payment Date or Monthly Payment Date (as
applicable)
reimburse the 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 Cash Manager in the performance
of the
Cash
Management Services including any such costs, expenses or
charges
not
reimbursed to the Cash Manager on any previous Distribution
Date,
Payment Date or Monthly Payment Date (as applicable) and the Cash
Manager
shall supply each Funding Beneficiary and/or the Mortgages Trustee
with
an
appropriate VAT invoice issued by the Cash Manager or, if the
Cash
Manager has treated the relevant cost, expense or charge as a
disbursement for VAT
purposes, by the person making the supply.
7.2 Unless and until
otherwise agreed by the Mortgages Trustee, the Funding
Beneficiaries and the Funding Security Trustees in writing
(notified to
the
Cash Manager), each Funding Beneficiary and the Mortgages
Trustee
shall be jointly and severally responsible for reimbursing the
Cash
Manager for the out-of-pocket costs, expenses and charges (together
with
any
amounts in respect of Irrecoverable VAT due thereon) referred to
in
Clause 7.1 herein.
8.
Information
8.1 Use of information
technology systems:
(a)
The Cash Manager
represents and warrants that at the date hereof in
respect of the software which is to be used by the Cash Manager
in
providing the Cash Management Services it has in place all
necessary
licences and/or consents from the respective licensor or
licensors
(if any) of such software.
(b)
The Cash Manager
undertakes that it shall for the duration of this
Agreement, use reasonable endeavours to:
(i) ensure that the
licences and/or consents referred to in
paragraph (a) are maintained in full force and effect; and
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(ii) except insofar as it would breach any other of its legal
obligations, grant to any person to whom it may sub-contract or
delegate the performance of all or any of its powers and
obligations under this Agreement and/or to such person as the
Mortgages Trustee, the Funding Beneficiaries and the Funding
Security Trustees elect as a substitute cash manager in
accordance with the terms of this Agreement a licence to use
any proprietary software together with any updates which may be
made thereto from time to time.
(c)
The Cash Manager shall
use reasonable endeavours to maintain in
working order the information technology systems used by the
Cash
Manager in providing the Cash Management Services.
(d)
The Cash Manager shall
pass to any person to whom it may
sub-contract or delegate the performance of all or any of its
powers
and obligations
under this Agreement and/or to such person as the
Mortgages Trustee, the Funding Beneficiaries and the Funding
Security Trustees elect as a substitute cash manager in
accordance
with the terms of this Agreement the benefit of any warranties
in
relation to the software insofar as the same are capable of
assignment.
8.2 Bank Account
Statements: The Cash Manager shall take all reasonable steps
to
ensure that it receives:
(a)
a monthly bank
statement in relation to each of the Mortgages
Trustee Bank Accounts (and any additional or supplemental bank
account of the Mortgages Trustee) and that it furnishes a copy
of
such statements to the Mortgages Trustee, each of the
Beneficiaries
and each Funding Security Trustee (upon its request); and
(b)
monthly bank
statements in relation to each of the Funding Bank
Accounts (and any additional or supplemental bank account of
Funding) and that it furnishes a copy of such statements to
Funding
and the Security Trustee (upon its request).
(c)
monthly bank
statements in relation to each of the Funding 2 Bank
Accounts (and any additional or supplemental bank account of
Funding
2) and that it furnishes a copy of such statements to Funding 2
and
the Funding 2 Security Trustee (upon its request).
8.3 Access to Books
and Records: Subject to all applicable laws, the Cash
Manager shall permit the Mortgages Trustee (and its auditors),
each
Funding Beneficiary (and its auditors) and each Funding Security
Trustee
and/or any other person nominated by the Funding Security Trustees
or the
Beneficiaries (to whom the 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 Cash Management
Services
provided by the Cash
Manager and related matters in accordance with this
Agreement.
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8.4 Statutory
Obligations: The Cash Manager will use its reasonable
endeavours on behalf of the Mortgages Trustee and each Funding
Beneficiary, to prepare or procure the preparation of and file
all
reports, annual returns, financial statements, statutory forms and
other
returns which the Mortgages Trustee and each Funding Beneficiary
is
required by law to prepare and file. Subject to approval thereof by
the
directors of the Mortgages Trustee or the applicable Funding
Beneficiary
(as
appropriate), the Cash Manager shall cause such accounts to be
audited by the Auditors and shall procure so far as it is able so
to do
that
the Auditors shall make a report thereon as required by law.
Copies
of
all documents referred to in this Clause 8.4 which relate to
the
Mortgages Trustee shall be delivered to the Mortgages Trustee,
each
Funding Beneficiary, each Funding Security Trustee and the
Rating
Agencies. Copies of all documents referred to in this Clause 8.4
which
relate to Funding shall be delivered to Funding, the Security
Trustee and
the
Rating Agencies. Copies of all documents referred to in this
Clause
8.4
which relate to Funding 2 shall be delivered to Funding 2, the
Funding 2 Security Trustee and the Rating Agencies. In each case,
such
documents shall be delivered soon as practicable after the end of
each
accounting reference period of the Mortgages Trustee or the
applicable
Funding Beneficiary (as appropriate).
8.5 Information
Covenants:
(a)
The Cash Manager
shall:
(a) provide the
Mortgages Trustee, each Funding Beneficiary, each
Funding Security Trustee (upon its request), the Seller and the
Rating Agencies quarterly with a report in, or substantially
in, the form set out in Schedule 3A hereto in respect of the
Mortgages Trustee;
(b) provide the
Mortgages Trustee, Funding, the Security Trustee
(upon its request), the Seller and the Rating Agencies
quarterly with a report in, or substantially in, the form set
out in Schedule 3B hereto in respect of Funding; and
(c) provide the
Mortgages Trustee, Funding 2, the Funding 2
Security Trustee (upon its request), the Seller and the Rating
Agencies quarterly with a report in, or substantially in, the
form set out in Schedule 3C hereto in respect of Funding 2; and
Such reports shall be delivered to the Mortgages Trustee, the
applicable Funding Beneficiary, the applicable Funding Security
Trustee, the Seller and the Rating Agencies (in the case of the
Mortgages Trustee and Funding) by the last Business Day of the
month
in which each Payment Date occurs and (in the case of Funding 2)
by
the last Business Day of each month.
(b)
The Cash Manager shall
notify the Rating Agencies and each Funding
Security Trustee in writing of the details of (i) any material
amendment to the Transaction Documents of which it is or
becomes
aware, (ii) the occurrence of an Intercompany Loan Event of
Default
or Potential Intercompany Loan Event of Default and (iii) any
other
information relating to the Cash Manager as the Rating Agencies
and/or each Funding Security Trustee may reasonably
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request in connection with its obligations under this
Agreement,
PROVIDED THAT any such request by any Funding Security Trustee
does
not
adversely interfere with the Cash Manager's day-to-day
provision
of the Cash Management Services under the other terms of this
Agreement.
(c)
After becoming aware
of any event described in paragraph (b)(i) and
(ii) above, the Cash Manager shall give details to the
Mortgages
Trustee, each Funding Beneficiary and each Funding Security
Trustee
of any pending legal action and any judgments given in respect
of
the Cash Manager if it could have a potential material adverse
effect on the ability of the Cash Manager to perform its
obligations
hereunder.
(d)
The Cash Manager
shall, at the request of the Funding Security
Trustees, furnish each Funding Security Trustee and the Rating
Agencies with such other information relating to its business
and
financial condition as the Funding Security Trustees may request
in
connection with this Agreement, PROVIDED THAT the Funding
Security
Trustees shall not make such a request more than once every
three
months unless, in the belief of the Funding Security Trustees,
an
Intercompany Loan Event of Default, a Note Event of Default or
a
Cash Manager Termination Event (as defined in Clause 12.1
herein
(Cash Manager Termination Events)) shall have occurred and is
continuing or a Potential Intercompany Loan Event of Default or
a
Potential Note Event of Default shall have occurred and is
continuing or may reasonably be expected to occur, PROVIDED THAT
any
such request by the Funding Security Trustees does not
adversely
interfere with the Cash Manager's day to day provision of the
Cash
Management Services under the other terms of this Agreement.
8.6 Together
Connections Mortgage Loans and Connections Mortgage Loans:
(a)
The Seller shall, upon
request, use its reasonable endeavours to:
(i) provide the Cash
Manager with such information (including, but
not limited to documentary information) in its possession; and
(ii) do such other acts and things,
that the Cash Manager may require in order for the Cash Manager
to
exercise its rights and comply with its obligations with respect
to
the Together Connections Mortgage Loans and the Connections
Mortgage
Loans and under the Transaction Documents with respect to the
administration of such Mortgage Loans.
(b) The Cash Manager shall, upon
request, use its reasonable endeavours
to:
(i) provide the Seller
with such information (including, but not
limited to documentary information) in its possession; and
(ii) do such other acts and things,
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that the Seller may require in order for the Seller to, exercise
its
rights and comply with its obligations under the Together
Connection
Conditions and the Connection Conditions (where such rights and
obligations are not required to be administered by the
Mortgages
Trustee, any Funding Beneficiary, the Administrator or the Cash
Manager under the Transaction Documents) and in respect of the
products linked to the Together Connections Mortgage Loans and
the
Connections Mortgage Loans.
9.
Remuneration
9.1 Fee payable:
(a)
Subject to paragraph
(b) below, the Mortgages Trustee and each
Funding Beneficiary, proportionately in accordance with and
subject
to the applicable Funding Priority of Payments, the applicable
Funding 2 Priority of Payments and the applicable Mortgages
Trustee
Priority of Payments, as the case may be, shall pay to the Cash
Manager for its Cash Management Services hereunder an annual
cash
management fee of (GBP)200,000 for its services which will be
paid
quarterly.
(b)
Unless and until
otherwise agreed by the Mortgages Trustee, the
Funding Beneficiaries and the Funding Security Trustees in
writing
(notified to the Cash Manager), the Mort
