Exhibit 4.9
EXECUTION COPY
MASTER ISSUER CASH MANAGEMENT AGREEMENT
17 OCTOBER
2006
PERMANENT MASTER ISSUER PLC
(as Master Issuer)
and
HALIFAX PLC
(as Master Issuer Cash Manager)
and
THE BANK OF NEW YORK
(as Master Issuer Security Trustee)
ALLEN & OVERY
ALLEN & OVERY LLP
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CONTENTS
CLAUSE
PAGE
1.
Definitions and
Interpretation.........................................1
2.
Appointment of Master Issuer Cash
Manager..............................1
3.
Master Issuer Cash Management
Services.................................2
4.
Payments, Accounts,
Ledgers............................................3
5.
No
Liability...........................................................8
6.
Costs and
Expenses.....................................................8
7.
Information............................................................8
8.
Remuneration..........................................................10
9.
Covenants of Master Issuer Cash
Manager...............................10
10.
Non-Exclusivity.......................................................11
11.
Termination...........................................................11
12.
Further
Assurance.....................................................14
13. New
Notes.............................................................14
14.
Miscellaneous.........................................................15
15.
Confidentiality.......................................................15
16.
Notices...............................................................16
17.
Variation and
Waiver..................................................16
18. No
Partnership........................................................16
19.
Assignment............................................................16
20.
Exclusion of Third Party
Rights.......................................17
21.
Counterparts..........................................................17
22.
Governing
Law.........................................................17
23.
Submission to
Jurisdiction............................................17
SCHEDULE
1.
Master Issuer Cash Management
Services................................18
2.
Cash Management and Maintenance of
Ledgers............................20
3.
Form of Master Issuer Quarterly
Report................................27
Signatories..................................................................29
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THIS MASTER ISSUER CASH MANAGEMENT AGREEMENT is made on 17 October
2006
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 35 Great St. Helen's, London EC3A 6AP (the
MASTER ISSUER);
(2)
HALIFAX PLC (registered number 02367076), a public limited
company
incorporated under the laws of England and Wales whose registered
office
is
at Trinity Road, Halifax, West Yorkshire HX1 2RG (in its capacity
as
MASTER ISSUER CASH MANAGER); and
(3) THE
BANK OF NEW YORK, a New York banking corporation whose London
branch
address is at 48th Floor, One Canada Square, London E14 5AL (acting
in
its
capacity as MASTER ISSUER SECURITY TRUSTEE).
WHEREAS:
(A) On the
Initial Closing Date and on subsequent Closing Dates the Master
Issuer will issue Notes constituted by the Trust Deed. The Master
Issuer
will
make the Loan Tranches to Funding 2 from the proceeds of the
issue
of
the Notes.
(B) The
Master Issuer Cash Manager is willing 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 this
Agreement.
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 17 October 2006 (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 Master Issuer master definitions and
construction
schedule, signed for the purposes of identification by Allen &
Overy LLP
and
Sidley Austin on 17 October 2006 (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, 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 2 of the Master Definitions and
Construction Schedule and in Clause 2 of the Master Issuer
Master
Definitions and Construction Schedule.
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) each hereby appoints the Master Issuer Cash Manager
as
its lawful
agent to provide the Master Issuer Cash Management Services
set
out in this Agreement. The Master Issuer Cash Manager in each
case
hereby accepts such appointment on the terms and subject to the
conditions of this Agreement.
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2.2 DUTIES
PRESCRIBED BY TRANSACTION DOCUMENTS
For
the avoidance of doubt and in connection with the powers
conferred
under Clause 2.1, save as expressly provided elsewhere in this
Agreement,
nothing in this Agreement shall be construed so as to give
the
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 is conditional upon the issue
of
Notes on the Initial Closing Date 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 first issue of Notes has not
occurred by 30 October 2006, or such later date as the Master
Issuer and
the
Lead Managers may agree, this Agreement shall cease 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.
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.
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(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 will apply to
this
Agreement as at 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 as at the Programme
Date
the
Master Issuer Transaction Account will 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 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
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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.
(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 or any agreement entered into with HBOS
Treasury
Services plc on substantially the same terms as 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
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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 or any agreement entered into with
HBOS
Treasury Services plc on substantially the same terms as 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 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 which shall record
interest received in respect of the Loan Tranches funded by
each
such Series and Class of Notes;
(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 which shall record
principal repayments in respect of the Loan Tranche funded by
each such Series and Class of Notes; 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;
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(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; and
(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).
(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 9
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:
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(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 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:
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(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.
(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
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 Cash
Management 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
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(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.
(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.
9
<PAGE>
(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;
(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)
that
shall be 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 r
