Common use of Establishment of Bank Accounts Clause in Contracts

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 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) Upon Funding entering into any New Intercompany Loan Agreement with a New Issuer, the Cash Manager undertakes to establish a separate Funding (Issuer) GIC Account in respect of each New Issuer to which amounts in respect of any Issuer Reserve Fund and Issuer Liquidity Reserve Fund (if any) of such New Issuer will be credited. (g) If Funding enters into a New Intercompany Loan Agreement, then the Cash Manager, the Seller, Funding, the Security Trustee and the Mortgages Trustee shall execute such amendments to this Agreement as may be necessary to reflect the establishment of any new Funding (Issuer) GIC Account.

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 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) Upon The Cash Manager hereby confirms that the Funding entering 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 any New an Intercompany Loan Agreement with a New IssuerAgreement, the Cash Manager undertakes to establish a separate Funding (Issuer) GIC Account in respect of each New the applicable Funding Issuer to which amounts in respect of any Issuer Reserve Fund and Issuer Liquidity Reserve Fund (if any) of such New Issuer will be credited. (gi) If 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 New Loan Tranche under an existing Funding 2 Intercompany Loan Agreement), then the Cash Manager, the Seller, Fundingeach Funding Beneficiary, the 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 new bank account for such Funding (Issuer) GIC AccountBeneficiary.

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 as at the Initial Closing Programme Date. The Cash Manager undertakes (so far as it is able to procure the same) that as at the Programme Date the GIC Account will be operative and that the Cash Manager will not create or permit to subsist any Security Interest in relation to the extent GIC Account other than as created under or permitted pursuant to which the same Deed of Charge. (b) [Reserved]. (c) The Cash Manager hereby confirms that the initial Swap Payments Accounts and the Swap Collateral Accounts have been established on or before the date hereof pursuant to the Bank Account Agreement. The Cash Manager undertakes (so far as it is within its controlable to procure the same) that as at the Initial Closing Programme Date the Mortgages Trustee GIC Account initial Swap Payments Accounts and the Swap Collateral Accounts 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 Swap Payments Accounts 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 Swap Collateral Accounts other than as created under or permitted pursuant to the Funding Deed of Charge. (d) The Subject to paragraph (e), the Cash Manager hereby confirms that if (i) the Funding Transaction short-term, unsecured, unsubordinated and unguaranteed debt obligation rating of any of the Account has been established on Banks falls below P-1 by Moody's, A-1+ by S&P or before F1 by Fitch or (ii) the date hereof pursuant the long-term unsubordinated, unguaranteed debt rating of the Account Bank falls below A by Fitch (or such other ratings that may be agreed between the parties to this Agreement and the relevant Rating Agency from time to time) (the Account Bank Required Rating), then, unless the relevant Account Bank within 30 calendar days of such occurrence: (A) closes the LLP Accounts with it and opens replacement accounts with a financial institution (i) having at least the Account Bank Required Rating and (ii) which is an authorised institution under the FSMA; (B) obtains a guarantee of its obligations under the Bank Account Agreement and from a financial institution having at least the Account Bank Required Rating; or (C) takes such other action as the Security Trustee may require to ensure that the Funding Transaction then current rating of the Covered Bonds is not adversely affected by it ceasing to have the Account Mandate Bank Required Rating, and, in the agreed form will apply thereto at case of each of (A) to (C) above, the Initial Closing Date. The Cash Manager undertakes (to Rating Agencies then rating the extent to which Covered Bonds confirm that the same is within its control) that at then current rating of the Initial Closing Date the Funding Transaction Account will Covered Bonds would not be operative and that adversely affected thereby, the Cash Manager will not knowingly create or permit shall, upon the expiry of that 30 calendar day period: (i) immediately serve a written notice of termination of the Bank Account Agreement on the relevant Account Bank (such termination to subsist any Security Interest in relation be effective three London Business Days following service of such notice); (ii) [reserved]; (iii) if an affected LLP Account is a Swap Collateral Account, open a replacement LLP Account with a financial institution (i) having at least the Account Bank Required Rating and (ii) which is an authorised institution under the FSMA; (iv) once the termination of the Bank Account Agreement is effective, (A) if an affected LLP Account is the GIC Account, immediately transfer amounts standing to the Funding Transaction credit of all Ledgers on the GIC Account other than as created under or permitted pursuant except the Payment Ledger to a replacement account with the Requisite Ratings and amounts standing to the Funding Deed credit of Chargethe Payment Ledger on the GIC Account to a replacement account with the Requisite Ratings; (B) if an affected LLP Account is a Swap Collateral Account, immediately transfer amounts standing to the credit of that Swap Collateral Accounts to any replacement Swap Collateral Account; and/or (C) immediately transfer amounts standing to the credit of all other affected LLP Accounts (if any) to a replacement account with the Requisite Ratings, provided always that where the aggregate amount on deposit in the GIC Account and any other account opened in the name of the LLP with all of the Account Banks who have a short term, unsecured, unsubordinated and unguaranteed debt obligation rating of less than A-1+ from S&P is, or within the above 30 calendar day period becomes, less than 20 per cent of the Sterling Equivalent of the Principal Amount Outstanding on the Covered Bonds then the minimum short term, unsecured, unsubordinated and unguaranteed debt obligation rating of such Account Banks required by S&P for the purposes of this Clause shall be A-1 (or such other rating as may be agreed between the parties to this Agreement and S&P from time to time) and references in this Clause to the Account Bank Required Rating shall in respect of S&P be to a rating of A-1 from S&P (or such other rating as may be agreed between the parties to this Agreement and S&P from time to time). (e) The Cash Manager hereby confirms that if the Funding (First Issuer) short term, unsecured, unsubordinated and unguaranteed rating of any Account Banks is less than A-1+ by S&P but is at least A-1 by S&P and the aggregate amount standing to the credit of the 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 any other bank account that the Funding LLP may hold with such Account Banks exceeds 20 per cent. of the Sterling Equivalent of the aggregate Principal Amount Outstanding of the Covered Bonds then (First Issuerexcept where either (A), (B) 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) Upon Funding entering into any New Intercompany Loan Agreement with a New Issuer, the Cash Manager undertakes to establish a separate Funding (Issuer) GIC Account in respect of each New Issuer to which amounts in respect of any Issuer Reserve Fund and Issuer Liquidity Reserve Fund (if any) of such New Issuer will be credited. (g) If Funding enters into a New Intercompany Loan Agreement, then the Cash Manager, the Seller, Funding, the Security Trustee and the Mortgages Trustee shall execute such amendments to this Agreement as may be necessary to reflect the establishment of any new Funding (Issuer) GIC Account.or

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 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) Upon The Cash Manager hereby confirms that the Funding entering 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 any New an Intercompany Loan Agreement with a New IssuerAgreement, the Cash Manager undertakes to establish a separate Funding (Issuer) GIC Account in respect of each New the applicable Funding Issuer to which amounts in respect of any Issuer Reserve Fund and Issuer Liquidity Reserve Fund (if any) of such New Issuer will be credited. (gi) If 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 New loan advance under an Intercompany Loan Agreement), then the Cash Manager, the Seller, Fundingeach Funding Beneficiary, the 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 new bank account for such Funding (Issuer) GIC AccountBeneficiary.