Common use of Master Issuer Transaction Account Clause in Contracts

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 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.

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 applied to this Agreement as at from the Programme Date. The Master Issuer Cash Manager undertakes (to the extent to which the same is within its control in its capacity as Master Issuer Cash Manager) that as at from the Programme Date the Master Issuer Transaction Account has been and will continue to be operative and that the Master Issuer Cash Manager will not knowingly create or permit to subsist any Security Interest in relation to the Master Issuer Transaction Account other than as created under or permitted pursuant to the Master Issuer Deed of Charge. (b) The Master Issuer Cash Manager shall procure that the following amounts are paid into the Master Issuer Transaction Account: (i) all amounts of interest paid on the Loan Tranches; (ii) all repayments or prepayments of principal on the Loan Tranches; (iii) all amounts received by the Master Issuer pursuant to the Master Issuer Swap Agreements (excluding the return or transfer of any Excess Swap Collateral as set out in the relevant Master Issuer Swap Agreement and in respect of each Master Issuer Swap Provider, prior to the designation of an early termination date under the relevant Master Issuer Swap Agreement and the resulting application of the collateral by way of netting or set-off, an amount equal to the value of all collateral (other than Excess Swap Collateral) provided by such Master Issuer Swap Provider to the Master Issuer pursuant to the relevant Master Issuer Swap Agreement (and any interest or distributions in respect thereof)); and (iv) any other amounts whatsoever received by or on behalf of the Master Issuer after the Programme Date, and the Master Issuer Cash Manager shall procure that all interest earned on the Master Issuer Transaction Account and all investment proceeds from and income and distributions arising from time to time in respect of Authorised Investments purchased from amounts standing to the credit of the Master Issuer Transaction Account are credited to such account. (c) Each of the payments into the Master Issuer Transaction Account referred to in Clause 4.1(b) shall be made forthwith upon receipt by the Master Issuer or the Master Issuer Cash Manager of the amount in question. (d) For the avoidance of doubt, as soon as reasonably practicable after becoming aware of the same, the Master Issuer Cash Manager may, and shall, withdraw Cash from the Master Issuer Transaction Account if, and to the extent that, such Cash was credited thereto in error and shall use its reasonable endeavours to ensure that such Cash is applied correctly thereafter.

Master Issuer Transaction Account. (a) The Master Issuer Cash Manager hereby confirms that the Master Issuer Transaction Account has Accounts have been established on or before the date of this Agreement and that the mandate mandates in the agreed form will apply to this Agreement those accounts 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 Accounts 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 Accounts 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 AccountAccounts: (i) all amounts of interest paid on the Loan TranchesMaster Issuer Term Advances; (ii) all repayments or prepayments of principal on the Loan TranchesMaster Issuer Term Advances; (iii) all amounts received by the Master Issuer pursuant to the any Master Issuer Swap Agreements Agreement (excluding the return or transfer other than any amounts of any Excess collateral required to be transferred by a Master Issuer Swap Collateral as set out in Provider which shall be paid into the relevant Master Issuer Swap Agreement and in respect of each Collateral Account or any termination amounts which shall be paid into the Additional 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)Account); and (iv) subject to Clause 4.1(g), Clause 4.1(h) and Clause 4.1(i), any other amounts whatsoever received by or on behalf of the Master Issuer after the Programme DateDate (other than the 'cash benefit' (as described in the Master Issuer Swap Agreement) relating to any Tax Credit (as defined in the Master Issuer Swap Agreement) relating to any Gross-up Amount (as defined in the Master Issuer Swap Agreement) that the Master Issuer Swap Provider is required to make), and the Master Issuer Cash Manager shall procure that all interest earned on the Master Issuer Transaction Account Accounts 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 Accounts are credited to such accountaccount except that any interest earned in respect of any collateral transferred by any Master Issuer Swap Provider under any Master Issuer Swap Agreement or any investment proceeds from Authorised Investments in which such collateral is invested shall be paid into the relevant Master Issuer Swap Collateral Account. All amounts received by the Master Issuer denominated (i) in Sterling shall be paid into the Master Issuer Sterling Account; (ii) in Dollars shall be paid into the Master Issuer Dollar Account; and (iii) in Euro shall be paid into the Master Issuer Euro Account. (c) Each of the payments into the Master Issuer Transaction Account Accounts referred to in Clause 4.1(b) shall be made forthwith upon receipt by the Master Issuer or the Master Issuer Cash Manager of the amount in question. (d) For the avoidance of doubt, as soon as reasonably practicable after becoming aware of the same, the Master Issuer Cash Manager may, and shall, withdraw Cash from the Master Issuer Transaction Account Accounts if, and to the extent that, such Cash Xxxx 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 of any additional account which supplements or replaces any account specifically referred to in the definition of the "Master Issuer Transaction Accounts" 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 Accounts and all instructions and mandates in relation thereto will continue to be operative and will not, save as permitted pursuant to the Master Issuer Bank Account Agreement, be changed without the prior written consent of the Master Issuer Security Trustee (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, the Master Issuer Cash Manager may change the authorised signatories in respect of any instructions or mandates without the prior written consent of the Master Issuer Security Trustee, in accordance with the terms of the Master Issuer Bank Account Agreement. (i) Any and all amounts of collateral provided to the Master Issuer by any of the Master Issuer Swap Providers under any of the Master Issuer Swap Agreements will be held in the relevant Master Issuer Swap Collateral Account; (ii) for the avoidance of doubt, references in this Agreement to amounts received from any of the Master Issuer Swap Providers under any of the Master Issuer Swap Agreements will, save as provided in Clause 4.1(g)(iii) below, exclude any and all amounts of collateral provided to the Master Issuer by any Master Issuer Swap Provider under any of the Master Issuer Swap Agreements; (iii) under each Master Issuer Swap Agreement: (A) any amount standing to the credit of each Master Issuer Swap Collateral Account in respect of such Master Issuer Swap Agreement, after the deduction of (A) the applicable termination amount due, if any, or (B) any amount which the Master Issuer is entitled to in accordance with the terms of the credit support agreement applicable thereto, in each case, from the relevant Master Issuer Swap Provider to the Master Issuer under such Master Issuer Swap Agreement, shall be paid directly to the relevant Master Issuer Swap Provider in accordance with terms of the relevant credit support agreement; and (B) the remaining amounts standing to the credit of each Master Issuer Swap Collateral Account shall be applied to discharge the relevant Master Issuer Swap Provider's obligations to the Master Issuer by way of termination amounts pursuant to the relevant Master Issuer Swap Agreement; and (C) all amounts standing to the credit of each Master Issuer Swap Collateral Account after the application of (ii) above shall be applied: I. prior to the enforcement of the Master Issuer Security, in or towards the premium payable (if any) as a result of entering into a replacement swap agreement; or II. following the enforcement of the Master Issuer Security and following an early termination of the Master Issuer Swap Agreements as a result of an event of default and subject to the terms of the Master Issuer Deed of Charge, either: (i) in or towards the payment of any costs (including any premium) payable (if any) as a result of entering into a replacement swap agreement; or (ii) by the Master Issuer Security Trustee as Master Issuer Revenue Receipts in accordance with the relevant Master Issuer Post- Enforcement Priority of Payments. (h) In the event that the Master Issuer owes a termination payment to a Master Issuer Swap Provider as a result of an early termination of a Master Issuer Swap Agreement due to the ratings downgrade of a Master Issuer Swap Provider, then any Swap Replacement Payment payable to the Master Issuer by a replacement swap provider as a result of its entry into a replacement swap agreement with the Master Issuer shall be applied by the Master Issuer in or towards the costs of the termination amount owed to the relevant Master Issuer Swap Provider and, for the avoidance of doubt, will not constitute Master Issuer Revenue Receipts. To the extent that an early termination of a Master Issuer Swap Agreement is not caused by the ratings downgrade of a Master Issuer Swap Provider then the Master Issuer Revenue Receipts shall include any Swap Replacement Payment received by the Master Issuer. (i) Any termination amount received from a Master Issuer Swap Provider shall be paid into an Additional Master Issuer Account and shall be applied by the Master Issuer in making any payment required in connection with the entry to by the Master Issuer into any replacement Master Issuer Swap Agreement or shall be transferred to the Master Issuer Swap Collateral Account if the Master Issuer decides not to enter into a replacement Master Issuer Swap Agreement.

Master Issuer Transaction Account. (a) The Master Issuer Cash Manager hereby confirms that the Master Issuer Transaction Account has Accounts have been established on or before the date of this Agreement and that the mandate mandates in the agreed form will apply to this Agreement those accounts 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 Accounts 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 Accounts 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 AccountAccounts: (i) all amounts of interest paid on the Loan TranchesMaster Issuer Term Advances; (ii) all repayments or prepayments of principal on the Loan TranchesMaster Issuer Term Advances; (iii) all amounts received by the Master Issuer pursuant to the any Master Issuer Swap Agreements Agreement (excluding the return or transfer other than any amounts of any Excess collateral required to be transferred by a Master Issuer Swap Collateral as set out in Provider which shall be paid into the relevant Master Issuer Swap Agreement and in respect of each Collateral Account or any termination amounts which shall be paid into the Additional 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)Account); and (iv) subject to Clause 4.1(g), Clause 4.1(h) and Clause 4.1(i), any other amounts whatsoever received by or on behalf of the Master Issuer after the Programme DateDate (other than the 'cash benefit' (as described in the Master Issuer Swap Agreement) relating to any Tax Credit (as defined in the Master Issuer Swap Agreement) relating to any Gross-up Amount (as defined in the Master Issuer Swap Agreement) that the Master Issuer Swap Provider is required to make), and the Master Issuer Cash Manager shall procure that all interest earned on the Master Issuer Transaction Account Accounts 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 Accounts are credited to such accountaccount except that any interest earned in respect of any collateral transferred by any Master Issuer Swap Provider under any Master Issuer Swap Agreement or any investment proceeds from Authorised Investments in which such collateral is invested shall be paid into the relevant Master Issuer Swap Collateral Account. All amounts received by the Master Issuer denominated (i) in Sterling shall be paid into the Master Issuer Sterling Account; (ii) in Dollars shall be paid into the Master Issuer Dollar Account; and (iii) in Euro shall be paid into the Master Issuer Euro Account. (c) Each of the payments into the Master Issuer Transaction Account Accounts referred to in Clause 4.1(b) shall be made forthwith upon receipt by the Master Issuer or the Master Issuer Cash Manager of the amount in question. (d) For the avoidance of doubt, as soon as reasonably practicable after becoming aware of the same, the Master Issuer Cash Manager may, and shall, withdraw Cash from the Master Issuer Transaction Account Accounts if, and to the extent that, such Cash was credited thereto in error and shall use its reasonable endeavours to ensure that such Cash is applied correctly thereafter. (e) The Master Issuer Cash Manager shall promptly notify each of the Master Issuer and the Master Issuer Security Trustee of any additional account which supplements or replaces any account specifically referred to in the definition of the "Master Issuer Transaction Accounts" 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 Accounts and all instructions and mandates in relation thereto will continue to be operative and will not, save as permitted pursuant to the Master Issuer Bank Account Agreement, be changed without the prior written consent of the Master Issuer Security Trustee (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, the Master Issuer Cash Manager may change the authorised signatories in respect of any instructions or mandates without the prior written consent of the Master Issuer Security Trustee, in accordance with the terms of the Master Issuer Bank Account Agreement. (i) Any and all amounts of collateral provided to the Master Issuer by any of the Master Issuer Swap Providers under any of the Master Issuer Swap Agreements will be held in the relevant Master Issuer Swap Collateral Account; (ii) for the avoidance of doubt, references in this Agreement to amounts received from any of the Master Issuer Swap Providers under any of the Master Issuer Swap Agreements will, save as provided in Clause 4.1(g)(iii) below, exclude any and all amounts of collateral provided to the Master Issuer by any Master Issuer Swap Provider under any of the Master Issuer Swap Agreements; (iii) under each Master Issuer Swap Agreement: (A) any amount standing to the credit of each Master Issuer Swap Collateral Account in respect of such Master Issuer Swap Agreement, after the deduction of (A) the applicable termination amount due, if any, or (B) any amount which the Master Issuer is entitled to in accordance with the terms of the credit support agreement applicable thereto, in each case, from the relevant Master Issuer Swap Provider to the Master Issuer under such Master Issuer Swap Agreement, shall be paid directly to the relevant Master Issuer Swap Provider in accordance with terms of the relevant credit support agreement; and (B) the remaining amounts standing to the credit of each Master Issuer Swap Collateral Account shall be applied to discharge the relevant Master Issuer Swap Provider's obligations to the Master Issuer by way of termination amounts pursuant to the relevant Master Issuer Swap Agreement; and (C) all amounts standing to the credit of each Master Issuer Swap Collateral Account after the application of (ii) above shall be applied: I. prior to the enforcement of the Master Issuer Security, in or towards the premium payable (if any) as a result of entering into a replacement swap agreement; or II. following the enforcement of the Master Issuer Security and following an early termination of the Master Issuer Swap Agreements as a result of an event of default and subject to the terms of the Master Issuer Deed of Charge, either: (i) in or towards the payment of any costs (including any premium) payable (if any) as a result of entering into a replacement swap agreement; or (ii) by the Master Issuer Security Trustee as Master Issuer Revenue Receipts in accordance with the relevant Master Issuer Post- Enforcement Priority of Payments. (h) In the event that the Master Issuer owes a termination payment to a Master Issuer Swap Provider as a result of an early termination of a Master Issuer Swap Agreement due to the ratings downgrade of a Master Issuer Swap Provider, then any Swap Replacement Payment payable to the Master Issuer by a replacement swap provider as a result of its entry into a replacement swap agreement with the Master Issuer shall be applied by the Master Issuer in or towards the costs of the termination amount owed to the relevant Master Issuer Swap Provider and, for the avoidance of doubt, will not constitute Master Issuer Revenue Receipts. To the extent that an early termination of a Master Issuer Swap Agreement is not caused by the ratings downgrade of a Master Issuer Swap Provider then the Master Issuer Revenue Receipts shall include any Swap Replacement Payment received by the Master Issuer. (i) Any termination amount received from a Master Issuer Swap Provider shall be paid into an Additional Master Issuer Account and shall be applied by the Master Issuer in making any payment required in connection with the entry to by the Master Issuer into any replacement Master Issuer Swap Agreement or shall be transferred to the Master Issuer Swap Collateral Account if the Master Issuer decides not to enter into a replacement Master Issuer Swap Agreement.

Master Issuer Transaction Account. (a) The Master Issuer Cash Manager hereby confirms that the Master Issuer Transaction Account has Accounts have been established on or before the date of this Agreement and that the mandate mandates in the agreed form will apply to this Agreement those accounts 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 Accounts 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 Accounts 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 AccountAccounts: (i) all amounts of interest paid on the Loan TranchesMaster Issuer Term Advances; (ii) all repayments or prepayments of principal on the Loan TranchesMaster Issuer Term Advances; (iii) all amounts received by the Master Issuer pursuant to the any Master Issuer Swap Agreements Agreement (excluding the return or transfer other than any amounts of any Excess collateral required to be transferred by a Master Issuer Swap Collateral as set out in Provider which shall be paid into the relevant Master Issuer Swap Agreement and in respect of each Collateral Account or any termination amounts which shall be paid into the Additional 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)Account); and (iv) subject to Clause 4.1(g), Clause 4.1(h) and Clause 4.1(i), 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 Accounts 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 Accounts are credited to such accountaccount except that any interest earned in respect of any collateral transferred by any Master Issuer Swap Provider under any Master Issuer Swap Agreement or any investment proceeds from Authorised Investments in which such collateral is invested shall be paid into the relevant Master Issuer Swap Collateral Account. All amounts received by the Master Issuer denominated (i) in Sterling shall be paid into the Master Issuer Sterling Account; (ii) in Dollars shall be paid into the Master Issuer Dollar Account; and (iii) in Euro shall be paid into the Master Issuer Euro Account. (c) Each of the payments into the Master Issuer Transaction Account Accounts referred to in Clause 4.1(b) shall be made forthwith upon receipt by the Master Issuer or the Master Issuer Cash Manager of the amount in question. (d) For the avoidance of doubt, as soon as reasonably practicable after becoming aware of the same, the Master Issuer Cash Manager may, and shall, withdraw Cash from the Master Issuer Transaction Account Accounts if, and to the extent that, such Cash was credited thereto in error and shall use its reasonable endeavours to ensure that such Cash is applied correctly thereafter. (e) The Master Issuer Cash Manager shall promptly notify each of the Master Issuer and the Master Issuer Security Trustee of any additional account which supplements or replaces any account specifically referred to in the definition of the "Master Issuer Transaction Accounts" 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 Accounts and all instructions and mandates in relation thereto will continue to be operative and will not, save as permitted pursuant to the Master Issuer Bank Account Agreement, be changed without the prior written consent of the Master Issuer Security Trustee (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, the Master Issuer Cash Manager may change the authorised signatories in respect of any instructions or mandates without the prior written consent of the Master Issuer Security Trustee, in accordance with the terms of the Master Issuer Bank Account Agreement. (i) Any and all amounts of collateral provided to the Master Issuer by any of the Master Issuer Swap Providers under any of the Master Issuer Swap Agreements will be held in the relevant Master Issuer Swap Collateral Account; (ii) for the avoidance of doubt, references in this Agreement to amounts received from any of the Master Issuer Swap Providers under any of the Master Issuer Swap Agreements will, save as provided in Clause 4.1(g)(iii) below, exclude any and all amounts of collateral provided to the Master Issuer by any Master Issuer Swap Provider under any of the Master Issuer Swap Agreements; (iii) under each Master Issuer Swap Agreement: (I) any amount standing to the credit of each Master Issuer Swap Collateral Account in respect of such Master Issuer Swap Agreement, after the deduction of (A) the applicable termination amount due, if any, or (B) any amount which the Master Issuer is entitled to in accordance with the terms of the credit support agreement applicable thereto, in each case, from the relevant Master Issuer Swap Provider to the Master Issuer under such Master Issuer Swap Agreement, shall be paid directly to the relevant Master Issuer Swap Provider in accordance with terms of the relevant credit support agreement; and (II) the remaining amounts standing to the credit of each Master Issuer Swap Collateral Account shall be applied to discharge the relevant Master Issuer Swap Provider's obligations to the Master Issuer by way of termination amounts pursuant to the relevant Master Issuer Swap Agreement; and (iv) all amounts standing to the credit of each Master Issuer Swap Collateral Account after the application of (ii) above shall be applied: (I) prior to the enforcement of the Master Issuer Security, in or towards the premium payable (if any) as a result of entering into a replacement swap agreement; or (II) following the enforcement of the Master Issuer Security and following an early termination of the Master Issuer Swap Agreements as a result of an event of default and subject to the terms of the Master Issuer Deed of Charge, either: (i) in or towards the payment of any costs (including any premium) payable (if any) as a result of entering into a replacement swap agreement; or (ii) by the Master Issuer Security Trustee as Master Issuer Revenue Receipts in accordance with the relevant Master Issuer Post-Enforcement Priority of Payments. (h) In the event that the Master Issuer owes a termination payment to a Master Issuer Swap Provider as a result of an early termination of a Master Issuer Swap Agreement due to the ratings downgrade of a Master Issuer Swap Provider, then any Swap Replacement Payment payable to the Master Issuer by a replacement swap provider as a result of its entry into a replacement swap agreement with the Master Issuer shall be applied by the Master Issuer in or towards the costs of the termination amount owed to the relevant Master Issuer Swap Provider and, for the avoidance of doubt, will not constitute Master Issuer Revenue Receipts. To the extent that an early termination of a Master Issuer Swap Agreement is not caused by the ratings downgrade of a Master Issuer Swap Provider then the Master Issuer Revenue Receipts shall include any Swap Replacement Payment received by the Master Issuer. (i) Any termination amount received from a Master Issuer Swap Provider shall be paid into an Additional Master Issuer Account and shall be applied by the Master Issuer in making any payment required in connection with the entry to by the Master Issuer into any replacement Master Issuer Swap Agreement or shall be transferred to the Master Issuer Swap Collateral Account if the Master Issuer decides not to enter into a replacement Master Issuer Swap Agreement.

Master Issuer Transaction Account. (a) The Master Issuer Cash Manager hereby confirms that the Master Issuer Transaction Account has Accounts have been established on or before the date of this Agreement and that the mandate mandates in the agreed form will apply to this Agreement those accounts 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 Accounts 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 Accounts 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:Accounts:‌ (i) all amounts of interest paid on the Loan TranchesMaster Issuer Term Advances; (ii) all repayments or prepayments of principal on the Loan TranchesMaster Issuer Term Advances; (iii) all amounts received by the Master Issuer pursuant to the any Master Issuer Swap Agreements Agreement (excluding the return or transfer other than any amounts of any Excess collateral required to be transferred by a Master Issuer Swap Collateral as set out in Provider which shall be paid into the relevant Master Issuer Swap Agreement and in respect of each Collateral Account or any termination amounts which shall be paid into the Additional 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)Account); and (iv) subject to Clause 4.1(g), Clause 4.1(h) and Clause 4.1(i), any other amounts whatsoever received by or on behalf of the Master Issuer after the Programme DateDate (other than the 'cash benefit' (as described in the Master Issuer Swap Agreement) relating to any Tax Credit (as defined in the Master Issuer Swap Agreement) relating to any Gross-up Amount (as defined in the Master Issuer Swap Agreement) that the Master Issuer Swap Provider is required to make), and the Master Issuer Cash Manager shall procure that all interest earned on the Master Issuer Transaction Account Accounts 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 Accounts are credited to such accountaccount except that any interest earned in respect of any collateral transferred by any Master Issuer Swap Provider under any Master Issuer Swap Agreement or any investment proceeds from Authorised Investments in which such collateral is invested shall be paid into the relevant Master Issuer Swap Collateral Account. All amounts received by the Master Issuer denominated (i) in Sterling shall be paid into the Master Issuer Sterling Account; (ii) in Dollars shall be paid into the Master Issuer Dollar Account; and (iii) in Euro shall be paid into the Master Issuer Euro Account. (c) Each of the payments into the Master Issuer Transaction Account Accounts referred to in Clause 4.1(b) shall be made forthwith upon receipt by the Master Issuer or the Master Issuer Cash Manager of the amount in question. (d) For the avoidance of doubt, as soon as reasonably practicable after becoming aware of the same, the Master Issuer Cash Manager may, and shall, withdraw Cash from the Master Issuer Transaction Account Accounts if, and to the extent that, such Cash was credited thereto in error and shall use its reasonable endeavours to ensure that such Cash is applied correctly thereafter. (e) The Master Issuer Cash Manager shall promptly notify each of the Master Issuer and the Master Issuer Security Trustee of any additional account which supplements or replaces any account specifically referred to in the definition of the "Master Issuer Transaction Accounts" 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 Accounts and all instructions and mandates in relation thereto will continue to be operative and will not, save as permitted pursuant to the Master Issuer Bank Account Agreement, be changed without the prior written consent of the Master Issuer Security Trustee (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, the Master Issuer Cash Manager may change the authorised signatories in respect of any instructions or mandates without the prior written consent of the Master Issuer Security Trustee, in accordance with the terms of the Master Issuer Bank Account Agreement. (i) Any and all amounts of collateral provided to the Master Issuer by any of the Master Issuer Swap Providers under any of the Master Issuer Swap Agreements will be held in the relevant Master Issuer Swap Collateral Account; (ii) for the avoidance of doubt, references in this Agreement to amounts received from any of the Master Issuer Swap Providers under any of the Master Issuer Swap Agreements will, save as provided in Clause 4.1(g)(iii) below, exclude any and all amounts of collateral provided to the Master Issuer by any Master Issuer Swap Provider under any of the Master Issuer Swap Agreements; (iii) under each Master Issuer Swap Agreement: (A) any amount standing to the credit of each Master Issuer Swap Collateral Account in respect of such Master Issuer Swap Agreement, after the deduction of (A) the applicable termination amount due, if any, or (B) any amount which the Master Issuer is entitled to in accordance with the terms of the credit support agreement applicable thereto, in each case, from the relevant Master Issuer Swap Provider to the Master Issuer under such Master Issuer Swap Agreement, shall be paid directly to the relevant Master Issuer Swap Provider in accordance with terms of the relevant credit support agreement; and (B) the remaining amounts standing to the credit of each Master Issuer Swap Collateral Account shall be applied to discharge the relevant Master Issuer Swap Provider's obligations to the Master Issuer by way of termination amounts pursuant to the relevant Master Issuer Swap Agreement; and (C) all amounts standing to the credit of each Master Issuer Swap Collateral Account after the application of (ii) above shall be applied: I. prior to the enforcement of the Master Issuer Security, in or towards the premium payable (if any) as a result of entering into a replacement swap agreement; or II. following the enforcement of the Master Issuer Security and following an early termination of the Master Issuer Swap Agreements as a result of an event of default and subject to the terms of the Master Issuer Deed of Charge, either: (i) in or towards the payment of any costs (including any premium) payable (if any) as a result of entering into a replacement swap agreement; or (ii) by the Master Issuer Security Trustee as Master Issuer Revenue Receipts in accordance with the relevant Master Issuer Post- Enforcement Priority of Payments. (h) In the event that the Master Issuer owes a termination payment to a Master Issuer Swap Provider as a result of an early termination of a Master Issuer Swap Agreement due to the ratings downgrade of a Master Issuer Swap Provider, then any Swap Replacement Payment payable to the Master Issuer by a replacement swap provider as a result of its entry into a replacement swap agreement with the Master Issuer shall be applied by the Master Issuer in or towards the costs of the termination amount owed to the relevant Master Issuer Swap Provider and, for the avoidance of doubt, will not constitute Master Issuer Revenue Receipts. To the extent that an early termination of a Master Issuer Swap Agreement is not caused by the ratings downgrade of a Master Issuer Swap Provider then the Master Issuer Revenue Receipts shall include any Swap Replacement Payment received by the Master Issuer. (i) Any termination amount received from a Master Issuer Swap Provider shall be paid into an Additional Master Issuer Account and shall be applied by the Master Issuer in making any payment required in connection with the entry to by the Master Issuer into any replacement Master Issuer Swap Agreement or shall be transferred to the Master Issuer Swap Collateral Account if the Master Issuer decides not to enter into a replacement Master Issuer Swap Agreement.