APPLICATION OF SUMS RECEIVED. (a) PML as Administrator shall procure that all payments (other than (i) any Hedge Collateral provided by a Hedge Provider except to the extent that such Hedge Collateral is applied in or towards satisfaction of amounts due by the relevant Hedge Provider to the Issuer in accordance with the terms under which the Hedge Collateral was provided and only to the extent that such Hedge Collateral is not to be applied by the Issuer in the purchase of one or more replacement transactions under a Hedge Agreement; (ii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in paying a Hedge Provider Termination Amount; (iii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in purchasing one or more replacement transactions under a Hedge Agreement, any swap termination payments applied or to be applied by the Issuer in the purchase of one or more replacement hedging transactions and any swap replacement premia applied or to be applied by the Issuer in making any swap termination payment due from it to a Hedge Provider; and (iv) in the case of any credit in respect of Tax (as such term is defined in the relevant Hedge Agreement), allowance, set-off or repayment from the tax authorities of any jurisdiction relating to the deduction or withholding that has given rise to an Additional Amount, an amount equal to the amount to be paid by the Issuer to the relevant Hedge Provider in respect of such Tax credit, allowance, set-off or repayment)) shall be credited to the Transaction Account. (b) Notwithstanding the generality of sub-clause 6.4.1(a), PML as Administrator, shall in respect of the Mortgages: (i) procure that all payments by Borrowers to which Clause 6.2 applies and all Cheque Payments, redemption moneys and money recovered on the sale of the relevant Properties following enforcement of any Mortgages are credited directly into the relevant Collection Account; (ii) on the Business Day following that on which monies received on behalf of the Issuer or of the Trustee (together in this sub-clause 6.4.1(b), the "Issuer's Monies") are credited to the Collection Account or, failing which, as soon as practicable after such Business Day, transfer such Issuer's Monies to result in a credit being made to the Transaction Account; and (iii) procure that all payments made by the Class S VFN Holder to the Issuer pursuant to the Class S VFN are credited to the Transaction Account. (c) PML as Administrator undertakes that it shall not credit, or procure the credit of, any payments received on behalf of the Issuer or the Trustee to any bank account other than: (i) the Transaction Account in accordance with the provisions of sub-clause 6.4.1(a); or (ii) the relevant Collection Account and/or the Transaction Account all in accordance with the provisions of sub-clause 6.4.1(b); or (iii) any Hedge Collateral Account in accordance with the provisions of Clause 6.17,
Appears in 1 contract
Samples: Administration Agreement
APPLICATION OF SUMS RECEIVED. 6.4.1
(a) PML as Administrator shall procure that all payments (other than (i) any Hedge Collateral provided by a Hedge Provider except to the extent that such Hedge Collateral is applied in or towards satisfaction of amounts amounts due by the relevant Hedge Provider to the Issuer in accordance with the terms under which the Hedge Collateral was provided and only to the extent that such Hedge Collateral is not to be applied by the Issuer in the purchase of one or more replacement transactions under a Hedge Agreement; (ii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in paying a Hedge Provider Termination Amount; (iii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in purchasing one or more replacement transactions under a Hedge Agreement, any swap termination payments applied or to be applied by the Issuer in the purchase of one or more replacement hedging transactions and any swap replacement premia applied or to be applied by the Issuer in making any swap termination payment due from it to a Hedge Provider; and (iv) in the case of any credit in respect of Tax (as such term is defined in the relevant Hedge Agreement), allowance, set-off or repayment from the tax authorities of any jurisdiction relating to the deduction or withholding that has given rise to an Additional Amount, an amount equal to the amount to be paid by the Issuer to the relevant Hedge Provider in respect of such Tax credit, allowance, set-off or repayment)) shall be credited to the Transaction Account.
(b) Notwithstanding the generality of sub-clause 6.4.1(a), PML as Administrator, shall in respect of the Mortgages:Mortgages:
(i) procure that all payments by Borrowers to which Clause 6.2 applies and all Cheque Payments, redemption moneys and money recovered on the sale of the relevant Properties following enforcement of any Mortgages are credited directly into the relevant Collection Account;
(ii) on the Business Day following that on which monies received on behalf of the Issuer or of the Trustee (together in this sub-clause 6.4.1(b), the "Issuer's Monies") are credited to the Collection Account or, failing which, as soon as practicable after such Business Day, transfer such Issuer's Monies to result in a credit being made to the Transaction Account; and
(iii) procure that all payments made by the Class S VFN Holder to the Issuer pursuant to the Class S VFN are credited to the Transaction Account.
(c) PML as Administrator undertakes that it shall not credit, or procure the credit of, any payments received on behalf of the Issuer or the Trustee to any bank account other than:
(i) the Transaction Account in accordance with the provisions of sub-clause 6.4.1(a); or
(ii) the relevant Collection Account and/or the Transaction Account all in accordance with the provisions of sub-clause 6.4.1(b); or
(iii) any Hedge Collateral Account in accordance with the provisions of Clause 6.176.16,
Appears in 1 contract
Samples: Administration Agreement
APPLICATION OF SUMS RECEIVED. 6.4.1
(a) PML as Administrator shall procure that all payments (other than (i) any Hedge Collateral provided by a Hedge Provider except to the extent that such Hedge Collateral is applied in or towards satisfaction of amounts due by the relevant Hedge Provider to the Issuer in accordance with the terms under which the Hedge Collateral was provided and only to the extent that such Hedge Collateral is not to be applied by the Issuer in the purchase of one or more replacement transactions under a Hedge Agreement; (ii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in paying a Hedge Provider Termination Amount; (iii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in purchasing one or more replacement transactions under a Hedge Agreement, any swap termination payments applied or to be applied by the Issuer in the purchase of one or more replacement hedging transactions and any swap replacement premia applied or to be applied by the Issuer in making any swap termination payment due from it to a Hedge Provider; and (iv) in the case of any credit in respect of Tax (as such term is defined in the relevant Hedge Agreement), allowance, set-off or repayment from the tax authorities of any jurisdiction relating to the deduction or withholding that has given rise to an Additional Amount, an amount equal to the amount to be paid by the Issuer to the relevant Hedge Provider in respect of such Tax credit, allowance, set-off or repayment)) shall be credited to the Transaction Account.
(b) Notwithstanding the generality of sub-clause 6.4.1(a), PML as Administrator, shall in respect of the Mortgages:
(i) procure that all payments by Borrowers to which Clause 6.2 applies and all Cheque Payments, redemption moneys and money recovered on the sale of the relevant Properties following enforcement of any Mortgages are credited directly into the relevant Collection Account;
(ii) on the Business Day following that on which monies received on behalf of the Issuer or of the Trustee (together in this sub- clause 6.4.1(b), the "Issuer's Monies") are credited to the Collection Account or, failing which, as soon as practicable after such Business Day, transfer such Issuer's Monies to result in a credit being made to the Transaction Account; and
(iii) procure that all payments made by the Class S VFN Holder to the Issuer pursuant to the Class S VFN are credited to the Transaction Account.
(c) PML as Administrator undertakes that it shall not credit, or procure the credit of, any payments received on behalf of the Issuer or the Trustee to any bank account other than:
(i) the Transaction Account in accordance with the provisions of sub-clause 6.4.1(a); or
(ii) the relevant Collection Account and/or the Transaction Account all in accordance with the provisions of sub-clause 6.4.1(b); or
(iii) any Hedge Collateral Account in accordance with the provisions of Clause 6.17, or permit the same to be paid to any other person.
6.4.2 Ledger Entries PML as Administrator, shall:
(a) record all amounts received, held or paid out by the Issuer, or the Trustee in respect of the Mortgages and the issue of the Notes in the Revenue Ledger, the Principal Ledger, the General Reserve Fund Ledger, the Class A and Class B Liquidity Reserve Fund Ledger, the Mortgage Margin Reserve Fund Ledger, the Mortgage MRF Discretionary Fund Ledger, the Conversion Margin Reserve Fund Ledger, the Conversion MRF Discretionary Fund Ledger, the Interest Shortfall Ledger, the MFA Pre-Funding Reserve Ledger the Class S VFN Drawdown Ledger and the Retained Principal Ledger, as applicable, and all amounts transferred between such Ledgers, in the manner set out below and/or as otherwise set out in this Agreement and the Deed of Charge:
(i) all Monthly Payments (except to the extent of any amounts representing principal repaid), other interest received under the Mortgages, all Prepayment Charges and any other redemption fees, charges and penalties and any costs or other amounts received under the Mortgages (including in any such case amounts (other than principal amounts) recovered on enforcement of rights against any Borrower or guarantor or his property or assets (including interest recovered on enforcement of the Borrower's Mortgage or from a guarantor)) shall be credited to the Revenue Ledger;
(ii) all repayments of principal under the Mortgages (including amounts representing principal repaid in accordance with the terms of the Repayment Mortgages and principal amounts recovered on enforcement of rights against any Borrower or his property or assets or on sale of the Property with the consent of the Borrower or under the power of sale contained in the Mortgage or any amount recovered under a Guarantee and, in each case, applied in reduction of principal) shall be credited to the Principal Ledger;
(iii) all drawings under the Class S VFN made:
(A) for the purposes of increasing the General Reserve Fund and the Class A and Class B Liquidity Reserve Fund;
(B) for the purpose of reducing any debit balance on the Principal Deficiency Ledger; and
(C) for the purposes of funding the Amortised Cost Adjustment, shall be credited to the Class S VFN Drawdown Ledger and then subsequently credited to the General Reserve Fund Ledger, the Class A and Class B Liquidity Reserve Fund Ledger and the Principal Ledger (where applicable);
(iv) all Mandatory Further Advances and Discretionary Further Advances to Borrowers made from the Transaction Account shall be debited from the Principal Ledger or the Retained Principal Xxxxxx provided that prior to the debiting of the Principal Ledger or, as the case may be, the Retained Principal Xxxxxx, any Mandatory Further Advances to Borrowers made from the Transaction Account shall be initially debited from the MFA Pre-Funding Reserve Xxxxxx and credited to the Principal Xxxxxx in accordance with sub-clause 6.4.2(a)(viii);
(v) in accordance with the definition of Available Redemption Funds, on the earlier of the MFA Pre-Funding Reserve Ledger Release Date and the Principal Determination Date immediately preceding the Step-Up Date, any remaining amount credited to the MFA Pre-Funding Reserve Ledger (after taking into account any debits to be made from such ledger on or before such date) shall be debited from such ledger and credited to the Principal Ledger, to form part of Available Redemption Funds to either repay the Notes or purchase Additional Mortgages at such Principal Determination Date and applied on the immediately following Interest Payment Date;
(vi) if any amount is paid by any Seller to the Issuer pursuant to clause 8 (Warranties, Representations And Undertakings) of the Mortgage Sale Agreement, such portion thereof as corresponds to the principal amount of a Mortgage shall be credited to the Principal Ledger and the balance (if any) shall be credited to the Revenue Ledger;
(vii) on the Closing Date an amount equal to the amount by which the sum of the Initial Principal Amount of the Notes on issue, exceeds the aggregate of:
(A) the amount paid to acquire the Mortgages acquired by the Issuer on the Closing Date and any related collateral security;
(B) the amount applied to establish the General Reserve Fund and the Class A and B Liquidity Reserve Fund on the Closing Date;
(C) the sum of the Initial Mortgage MRF Required Amount and the Mortgage MRF Discretionary Amount on the Closing Date;
(D) the Initial Conversion MRF Discretionary Amount; and
(E) the amount credited to the MFA Pre-Funding Reserve Ledger on the Closing Date,
(viii) all amounts debited from the MFA Pre-Funding Reserve Ledger, if applicable, up to and including the Principal Determination Date immediately preceding the Step Up Date, shall be credited to the Principal Ledger;
(ix) on the Closing Date it is expected that an amount equal to 0.08% per cent. of the Initial Principal Amount of the Notes shall be credited to the MFA Pre-Funding Reserve Ledger from the proceeds of the issue of the Notes;
(x) all payments required to be made by PML as Administrator on behalf of the Issuer pursuant to Clause 9 (Additional Mortgages) (other than any Amortised Cost Adjustment Amounts) shall be debited from, first, the Retained Principal Xxxxxx and, secondly, from the Principal Ledger in accordance with 6.15.2:
(xi) all payments required to be made to PML as Administrator under Clause 12.2 shall be debited to the Revenue Ledger and all insurance commissions received by the Issuer shall be credited to the Revenue Ledger;
(xii) all net receipts under any hedging arrangements, including under any Hedge Agreements and any Hedge Guarantee (other than (i) any Hedge Collateral provided by a Hedge Provider except to the extent that such Hedge Collateral is applied in or towards satisfaction of amounts due by the relevant Hedge Provider to the Issuer in accordance with the terms under which the Hedge Collateral was provided and only to the extent that such Hedge Collateral is not to be applied by the Issuer in the purchase of one or more replacement transactions under a Hedge Agreement; (ii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in paying a Hedge Provider Termination Amount; (iii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in purchasing one or more replacement transactions under a Hedge Agreement, any swap termination payments applied or to be applied by the Issuer in the purchase of one or more replacement hedging transactions and any swap replacement premia applied or to be applied by the Issuer in making any swap termination payment due from it to a Hedge Provider; and (iv) in the case of any credit in respect of Tax (as such term is defined in the relevant Hedge Agreement), allowance, set-off or repayment from the tax authorities of any jurisdiction relating to the deduction or withholding that has given rise to an Additional Amount, an amount equal to the amount to be paid by the Issuer to the relevant Hedge Provider in respect of such Tax credit, allowance, set-off or repayment), shall be credited to the Revenue Ledger.
(xiii) if any amount is received by or on behalf of the Issuer pursuant to any of the Insurance Contracts, such portion thereof as corresponds to the amounts (other than principal) then due and payable under the relevant Mortgage shall be credited to the Revenue Ledger and the balance (if any) shall be credited to the Principal Ledger;
(xiv) where the proceeds of disposal or on maturity of any Authorised Investment invested by the Issuer exceed the original cost of such Authorised Investment, the amount of such excess shall be credited to the Revenue Ledger and any income on any Authorised Investment (including interest earned on the Transaction Account.) shall also be credited to the Revenue Ledger;
(bxv) Notwithstanding the generality of sub-clause 6.4.1(a), PML as Administrator, shall in respect of the Mortgages:
any other amounts whatsoever (other than (i) procure any Hedge Collateral provided by a Hedge Provider except to the extent that all payments such Hedge Collateral is applied in or towards satisfaction of amounts due by Borrowers to which Clause 6.2 applies and all Cheque Payments, redemption moneys and money recovered on the sale of the relevant Properties following enforcement of any Mortgages are credited directly into the relevant Collection Account;
(ii) on the Business Day following that on which monies received on behalf of the Issuer or of the Trustee (together in this sub-clause 6.4.1(b), the "Issuer's Monies") are credited to the Collection Account or, failing which, as soon as practicable after such Business Day, transfer such Issuer's Monies to result in a credit being made to the Transaction Account; and
(iii) procure that all payments made by the Class S VFN Holder Hedge Provider to the Issuer pursuant to the Class S VFN are credited to the Transaction Account.
(c) PML as Administrator undertakes that it shall not credit, or procure the credit of, any payments received on behalf of the Issuer or the Trustee to any bank account other than:
(i) the Transaction Account in accordance with the provisions terms under which the Hedge Collateral was provided and only to the extent that such Hedge Collateral is not to be applied by the Issuer in the purchase of sub-clause 6.4.1(a)one or more replacement transactions under a Hedge Agreement; or
(ii) any Hedge Replacement Premium received by the relevant Collection Account and/or Issuer that is to be applied by the Transaction Account all Issuer in accordance with the provisions of sub-clause 6.4.1(b)paying a Hedge Provider Termination Amount; or
(iii) any Hedge Collateral Account Replacement Premium received by the Issuer that is to be applied by the Issuer in accordance with purchasing one or more replacement transactions under a Hedge Agreement, any swap termination payments applied or to be applied by the provisions Issuer in the purchase of Clause 6.17,one or more replacement hedging transactions and any swap replacement premia applied or to be applied by the Issuer in making any swap termination payment due from it to a Hedge Provider; and
Appears in 1 contract
Samples: Administration Agreement
APPLICATION OF SUMS RECEIVED. (ai) PML as Administrator shall procure that all payments (other than (i) any Hedge Collateral provided by a Hedge Provider except to the extent that such Hedge Collateral is applied in or towards satisfaction of amounts due by the relevant Hedge Provider to the Issuer in accordance with the terms under which the Hedge Collateral was provided and only to the extent that such Hedge Collateral is not to be applied by the Issuer in the purchase of one or more replacement transactions under a Hedge Agreement; (ii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in paying a Hedge Provider Termination Amount; (iii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in purchasing one or more replacement transactions under a Hedge Agreement, any swap termination payments applied or to be applied by the Issuer in the purchase of one or more replacement hedging transactions and any swap replacement premia applied or to be applied by the Issuer in making any swap termination payment due from it to a Hedge Provider; and (iv) in the case of any credit in respect of Tax (as such term is defined in the relevant Hedge Agreement), allowance, set-off or repayment from the tax authorities of any jurisdiction relating to the deduction or withholding that has given rise to an Additional Amount, an amount equal to the amount to be paid by the Issuer to the relevant Hedge Provider in respect of such Tax credit, allowance, set-off or repayment)) shall be credited to the Transaction Account.
(bii) Notwithstanding the generality of sub-clause 6.4.1(aClause 6.4(a)(i), PML as Administrator, shall in respect of the Mortgages:
(iA) procure that all payments by Borrowers to which Clause 6.2 applies and all Cheque Payments, redemption moneys and money recovered on the sale of the relevant Properties following enforcement of any Mortgages are credited directly into the relevant Collection Account;
(iiB) on the Business Day following that on which monies received on behalf of the Issuer or of the Trustee (together in this sub-clause 6.4.1(bClause 6.4(a)(ii), the "Issuer's Monies") are credited to the relevant Collection Account or, failing which, as soon as practicable after such Business Day, transfer such Issuer's Monies to result in a credit being made to the Transaction Account; and
(iiiC) procure that all payments made by the Class S VFN Holder to the Issuer pursuant to the Class S VFN are credited to the Transaction Account.
(ciii) PML as Administrator undertakes that it shall not credit, or procure the credit of, any payments received on behalf of the Issuer or the Trustee to any bank account other than:
(iA) the Transaction Account in accordance with the provisions of sub-clause 6.4.1(aClause 6.4(a)(i); or
(iiB) the relevant Collection Account and/or the Transaction Account all in accordance with the provisions of sub-clause 6.4.1(bClause 6.4(a)(ii); or
(iiiC) any Hedge Collateral Account in accordance with the provisions of Clause 6.17,, or permit the same to be paid to any other person.
Appears in 1 contract
Samples: Administration Agreement
APPLICATION OF SUMS RECEIVED. (a) PML as Administrator shall procure that all payments (other than (i) any Hedge Collateral provided by a Hedge Provider except to the extent that such Hedge Collateral is applied in or towards satisfaction of amounts due by the relevant Hedge Provider to the Issuer in accordance with the terms under which the Hedge Collateral was provided and only to the extent that such Hedge Collateral is not to be applied by the Issuer in the purchase of one or more replacement transactions under a Hedge Agreement; (ii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in paying a Hedge Provider Termination Amount; (iii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in purchasing one or more replacement transactions under a Hedge Agreement, any swap termination payments applied or to be applied by the Issuer in the purchase of one or more replacement hedging transactions and any swap replacement premia applied or to be applied by the Issuer in making any swap termination payment due from it to a Hedge Provider; and (iv) in the case of any credit in respect of Tax (as such term is defined in the relevant Hedge Agreement), allowance, set-off or repayment from the tax authorities of any jurisdiction relating to the deduction or withholding that has given rise to an Additional Amount, an amount equal to the amount to be paid by the Issuer to the relevant Hedge Provider in respect of such Tax credit, allowance, set-off or repayment)) shall be credited to the Transaction Account.
(b) Notwithstanding the generality of sub-clause 6.4.1(a), PML as Administrator, shall in respect of the Mortgages:
(i) procure that all payments by Borrowers to which Clause 6.2 applies and all Cheque Payments, redemption moneys and money recovered on the sale of the relevant Properties following enforcement of any Mortgages are credited directly into the relevant Collection Account;
(ii) on the Business Day following that on which monies received on behalf of the Issuer or of the Trustee (together in this sub-clause 6.4.1(b), the "Issuer's Monies") are credited to the Collection Account or, failing which, as soon as practicable after such Business Day, transfer such Issuer's Monies to result in a credit being made to the Transaction Account; and
(iii) procure that all payments made by the Class S VFN Holder to the Issuer pursuant to the Class S VFN are credited to the Transaction Account.
(c) PML as Administrator undertakes that it shall not credit, or procure the credit of, any payments received on behalf of the Issuer or the Trustee to any bank account other than:
(i) the Transaction Account in accordance with the provisions of sub-clause 6.4.1(a); or
(ii) the relevant Collection Account and/or the Transaction Account all in accordance with the provisions of sub-clause 6.4.1(b); or
(iii) any Hedge Collateral Account in accordance with the provisions of Clause 6.176.16,
Appears in 1 contract
Samples: Administration Agreement
APPLICATION OF SUMS RECEIVED. 6.4.1
(a) PML as Administrator shall procure that all payments (other than (i) any Hedge Collateral provided by a Hedge Provider except to the extent that such Hedge Collateral is applied in or towards satisfaction of amounts due by the relevant Hedge Provider to the Issuer in accordance with the terms under which the Hedge Collateral was provided and only to the extent that such Hedge Collateral is not to be applied by the Issuer in the purchase of one or more replacement transactions under a Hedge Agreement; (ii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in paying a Hedge Provider Termination Amount; (iii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in purchasing one or more replacement transactions under a Hedge Agreement, any swap termination payments applied or to be applied by the Issuer in the purchase of one or more replacement hedging transactions and any swap replacement premia applied or to be applied by the Issuer in making any swap termination payment due from it to a Hedge Provider; and (iv) in the case of any credit in respect of Tax (as such term is defined in the relevant Hedge Agreement), allowance, set-off or repayment from the tax authorities of any jurisdiction relating to the deduction or withholding that has given rise to an Additional Amount, an amount equal to the amount to be paid by the Issuer to the relevant Hedge Provider in respect of such Tax credit, allowance, set-off or repayment)) shall be credited to the Transaction Account.
(b) Notwithstanding the generality of sub-clause 6.4.1(a), PML as Administrator, shall in respect of the Mortgages:
(i) procure that all payments by Borrowers to which Clause 6.2 applies and all Cheque Payments, redemption moneys and money recovered on the sale of the relevant Properties following enforcement of any Mortgages are credited directly into the relevant Collection Account;
(ii) on the Business Day following that on which monies received on behalf of the Issuer or of the Trustee (together in this sub- clause 6.4.1(b), the "Issuer's Monies") are credited to the Collection Account or, failing which, as soon as practicable after such Business Day, transfer such Issuer's Monies to result in a credit being made to the Transaction Account; and
(iii) procure that all payments made by the Class S VFN Holder to the Issuer pursuant to the Class S VFN are credited to the Transaction Account.
(c) PML as Administrator undertakes that it shall not credit, or procure the credit of, any payments received on behalf of the Issuer or the Trustee to any bank account other than:
(i) the Transaction Account in accordance with the provisions of sub-clause 6.4.1(a); or
(ii) the relevant Collection Account and/or the Transaction Account all in accordance with the provisions of sub-clause 6.4.1(b); or
(iii) any Hedge Collateral Account in accordance with the provisions of Clause 6.17, or permit the same to be paid to any other person.
6.4.2 Ledger Entries PML as Administrator, shall:
(a) record all amounts received, held or paid out by the Issuer, or the Trustee in respect of the Mortgages and the issue of the Notes in the Revenue Ledger, the Principal Ledger, the General Reserve Fund Ledger, the Class A and Class B Liquidity Reserve Fund Ledger, the Mortgage Margin Reserve Fund Ledger, the Mortgage MRF Discretionary Fund Ledger, the Conversion Margin Reserve Fund Ledger, the Conversion MRF Discretionary Fund Ledger, the Interest Shortfall Ledger, the MFA Pre-Funding Reserve Ledger the Class S VFN Drawdown Ledger and the Retained Principal Ledger, as applicable, and all amounts transferred between such Ledgers, in the manner set out below and/or as otherwise set out in this Agreement and the Deed of Charge:
(i) all Monthly Payments (except to the extent of any amounts representing principal repaid), other interest received under the Mortgages, all Prepayment Charges and any other redemption fees, charges and penalties and any costs or other amounts received under the Mortgages (including in any such case amounts (other than principal amounts) recovered on enforcement of rights against any Borrower or guarantor or his property or assets (including interest recovered on enforcement of the Borrower's Mortgage or from a guarantor)) shall be credited to the Revenue Ledger;
(ii) all repayments of principal under the Mortgages (including amounts representing principal repaid in accordance with the terms of the Repayment Mortgages and principal amounts recovered on enforcement of rights against any Borrower or his property or assets or on sale of the Property with the consent of the Borrower or under the power of sale contained in the Mortgage or any amount recovered under a Guarantee and, in each case, applied in reduction of principal) shall be credited to the Principal Ledger;
(iii) all drawings under the Class S VFN made:
(A) for the purposes of increasing the General Reserve Fund and the Class A and Class B Liquidity Reserve Fund;
(B) for the purpose of reducing any debit balance on the Principal Deficiency Ledger; and
(C) for the purposes of funding the Amortised Cost Adjustment, shall be credited to the Class S VFN Drawdown Ledger and then subsequently credited to the General Reserve Fund Ledger, the Class A and Class B Liquidity Reserve Fund Ledger and the Principal Ledger (where applicable);
(iv) all Mandatory Further Advances and Discretionary Further Advances to Borrowers made from the Transaction Account shall be debited from the Principal Ledger or the Retained Principal Ledger provided that prior to the debiting of the Principal Ledger or, as the case may be, the Retained Principal Ledger, any Mandatory Further Advances to Borrowers made from the Transaction Account shall be initially debited from the MFA Pre-Funding Reserve Ledger and credited to the Principal Ledger in accordance with sub-clause 6.4.2(a)(viii);
(v) in accordance with the definition of Available Redemption Funds, on the earlier of the MFA Pre-Funding Reserve Ledger Release Date and the Principal Determination Date immediately preceding the Step-Up Date, any remaining amount credited to the MFA Pre-Funding Reserve Ledger (after taking into account any debits to be made from such ledger on or before such date) shall be debited from such ledger and credited to the Principal Ledger, to form part of Available Redemption Funds to either repay the Notes or purchase Additional Mortgages at such Principal Determination Date and applied on the immediately following Interest Payment Date;
(vi) if any amount is paid by any Seller to the Issuer pursuant to clause 8 (Warranties, Representations And Undertakings) of the Mortgage Sale Agreement, such portion thereof as corresponds to the principal amount of a Mortgage shall be credited to the Principal Ledger and the balance (if any) shall be credited to the Revenue Ledger;
(vii) on the Closing Date an amount equal to the amount by which the sum of the Initial Principal Amount of the Notes on issue, exceeds the aggregate of:
(A) the amount paid to acquire the Mortgages acquired by the Issuer on the Closing Date and any related collateral security;
(B) the amount applied to establish the General Reserve Fund and the Class A and B Liquidity Reserve Fund on the Closing Date;
(C) the sum of the Initial Mortgage MRF Required Amount and the Mortgage MRF Discretionary Amount on the Closing Date;
(D) the Initial Conversion MRF Discretionary Amount; and
(E) the amount credited to the MFA Pre-Funding Reserve Ledger on the Closing Date, shall be credited to the Principal Ledger;
(viii) all amounts debited from the MFA Pre-Funding Reserve Ledger, if applicable, up to and including the Principal Determination Date immediately preceding the Step Up Date, shall be credited to the Principal Ledger;
(ix) on the Closing Date it is expected that an amount equal to 0.08% per cent. of the Initial Principal Amount of the Notes shall be credited to the MFA Pre-Funding Reserve Ledger from the proceeds of the issue of the Notes;
(x) all payments required to be made by PML as Administrator on behalf of the Issuer pursuant to Clause 9 (Additional Mortgages) (other than any Amortised Cost Adjustment Amounts) shall be debited from, first, the Retained Principal Ledger and, secondly, from the Principal Ledger in accordance with 6.15.2:
(xi) all payments required to be made to PML as Administrator under Clause 12.2 shall be debited to the Revenue Ledger and all insurance commissions received by the Issuer shall be credited to the Revenue Ledger;
(xii) all net receipts under any hedging arrangements, including under any Hedge Agreements and any Hedge Guarantee (other than (i) any Hedge Collateral provided by a Hedge Provider except to the extent that such Hedge Collateral is applied in or towards satisfaction of amounts due by the relevant Hedge Provider to the Issuer in accordance with the terms under which the Hedge Collateral was provided and only to the extent that such Hedge Collateral is not to be applied by the Issuer in the purchase of one or more replacement transactions under a Hedge Agreement; (ii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in paying a Hedge Provider Termination Amount; (iii) any Hedge Replacement Premium received by the Issuer that is to be applied by the Issuer in purchasing one or more replacement transactions under a Hedge Agreement, any swap termination payments applied or to be applied by the Issuer in the purchase of one or more replacement hedging transactions and any swap replacement premia applied or to be applied by the Issuer in making any swap termination payment due from it to a Hedge Provider; and (iv) in the case of any credit in respect of Tax (as such term is defined in the relevant Hedge Agreement), allowance, set-off or repayment from the tax authorities of any jurisdiction relating to the deduction or withholding that has given rise to an Additional Amount, an amount equal to the amount to be paid by the Issuer to the relevant Hedge Provider in respect of such Tax credit, allowance, set-off or repayment), shall be credited to the Revenue Ledger.
(xiii) if any amount is received by or on behalf of the Issuer pursuant to any of the Insurance Contracts, such portion thereof as corresponds to the amounts (other than principal) then due and payable under the relevant Mortgage shall be credited to the Revenue Ledger and the balance (if any) shall be credited to the Principal Ledger;
(xiv) where the proceeds of disposal or on maturity of any Authorised Investment invested by the Issuer exceed the original cost of such Authorised Investment, the amount of such excess shall be credited to the Revenue Ledger and any income on any Authorised Investment (including interest earned on the Transaction Account.) shall also be credited to the Revenue Ledger;
(bxv) Notwithstanding the generality of sub-clause 6.4.1(a), PML as Administrator, shall in respect of the Mortgages:
any other amounts whatsoever (other than (i) procure any Hedge Collateral provided by a Hedge Provider except to the extent that all payments such Hedge Collateral is applied in or towards satisfaction of amounts due by Borrowers to which Clause 6.2 applies and all Cheque Payments, redemption moneys and money recovered on the sale of the relevant Properties following enforcement of any Mortgages are credited directly into the relevant Collection Account;
(ii) on the Business Day following that on which monies received on behalf of the Issuer or of the Trustee (together in this sub-clause 6.4.1(b), the "Issuer's Monies") are credited to the Collection Account or, failing which, as soon as practicable after such Business Day, transfer such Issuer's Monies to result in a credit being made to the Transaction Account; and
(iii) procure that all payments made by the Class S VFN Holder Hedge Provider to the Issuer pursuant to the Class S VFN are credited to the Transaction Account.
(c) PML as Administrator undertakes that it shall not credit, or procure the credit of, any payments received on behalf of the Issuer or the Trustee to any bank account other than:
(i) the Transaction Account in accordance with the provisions terms under which the Hedge Collateral was provided and only to the extent that such Hedge Collateral is not to be applied by the Issuer in the purchase of sub-clause 6.4.1(a)one or more replacement transactions under a Hedge Agreement; or
(ii) any Hedge Replacement Premium received by the relevant Collection Account and/or Issuer that is to be applied by the Transaction Account all Issuer in accordance with the provisions of sub-clause 6.4.1(b)paying a Hedge Provider Termination Amount; or
(iii) any Hedge Collateral Account Replacement Premium received by the Issuer that is to be applied by the Issuer in accordance with purchasing one or more replacement transactions under a Hedge Agreement, any swap termination payments applied or to be applied by the provisions Issuer in the purchase of Clause 6.17,one or more replacement hedging transactions and any swap replacement premia applied or to be applied by the Issuer in making any swap termination payment due from it to a Hedge Provider; and
Appears in 1 contract
Samples: Administration Agreement
