Exhibit 4.9
EXECUTION COPY
MASTER ISSUER CASH MANAGEMENT AGREEMENT
17 OCTOBER 2006
PERMANENT MASTER ISSUER PLC
(as Master Issuer)
and
HALIFAX PLC
(as Master Issuer Cash Manager)
and
THE BANK OF NEW YORK
(as Master Issuer Security Trustee)
XXXXX & XXXXX
XXXXX & XXXXX LLP
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation.........................................1
2. Appointment of Master Issuer Cash Manager..............................1
3. Master Issuer Cash Management Services.................................2
4. Payments, Accounts, Ledgers............................................3
5. No Liability...........................................................8
6. Costs and Expenses.....................................................8
7. Information............................................................8
8. Remuneration..........................................................10
9. Covenants of Master Issuer Cash Manager...............................10
10. Non-Exclusivity.......................................................11
11. Termination...........................................................11
12. Further Assurance.....................................................14
13. New Notes.............................................................14
14. Miscellaneous.........................................................15
15. Confidentiality.......................................................15
16. Notices...............................................................16
17. Variation and Waiver..................................................16
18. No Partnership........................................................16
19. Assignment............................................................16
20. Exclusion of Third Party Rights.......................................17
21. Counterparts..........................................................17
22. Governing Law.........................................................17
23. Submission to Jurisdiction............................................17
SCHEDULE
1. Master Issuer Cash Management Services................................18
2. Cash Management and Maintenance of Ledgers............................20
3. Form of Master Issuer Quarterly Report................................27
Signatories..................................................................29
THIS MASTER ISSUER CASH MANAGEMENT AGREEMENT is made on 17 October 2006
BETWEEN:
(1) PERMANENT MASTER ISSUER PLC (registered number 5922774), a public
limited company incorporated under the laws of England and Wales, whose
registered office is at 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (the
MASTER ISSUER);
(2) HALIFAX PLC (registered number 02367076), a public limited company
incorporated under the laws of England and Wales whose registered office
is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX (in its capacity as
MASTER ISSUER CASH MANAGER); and
(3) THE BANK OF NEW YORK, a New York banking corporation whose London branch
address is at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (acting in
its capacity as MASTER ISSUER SECURITY TRUSTEE).
WHEREAS:
(A) On the Initial Closing Date and on subsequent Closing Dates the Master
Issuer will issue Notes constituted by the Trust Deed. The Master Issuer
will make the Loan Tranches to Funding 2 from the proceeds of the issue
of the Notes.
(B) The Master Issuer Cash Manager is willing to provide cash management
services to the Master Issuer and the Master Issuer Security Trustee on
the terms and subject to the conditions contained in this Agreement.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 The master definitions and construction schedule signed by, amongst
others, the parties to this Agreement and dated 17 October 2006 (as the
same may be amended, varied or supplemented from time to time with the
consent of the parties thereto) (the MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) and the Master Issuer master definitions and construction
schedule, signed for the purposes of identification by Xxxxx & Overy LLP
and Sidley Austin on 17 October 2006 (as the same may be amended, varied
or supplemented from time to time) (the MASTER ISSUER MASTER DEFINITIONS
AND CONSTRUCTION SCHEDULE) are expressly and specifically incorporated
into this Agreement and, accordingly, the expressions defined in the
Master Definitions and Construction Schedule and the Master Issuer
Master Definitions and Construction Schedule shall, except where the
context otherwise requires and save where otherwise defined herein, have
the same meanings in this Agreement, including the Recitals hereto, and
this Agreement shall be construed in accordance with the interpretation
provisions set out in Clause 2 of the Master Definitions and
Construction Schedule and in Clause 2 of the Master Issuer Master
Definitions and Construction Schedule.
2. APPOINTMENT OF MASTER ISSUER CASH MANAGER
2.1 APPOINTMENT
Until termination pursuant to Clause 11, the Master Issuer and the
Master Issuer Security Trustee (according to their respective estates
and interests) each hereby appoints the Master Issuer Cash Manager as
its lawful agent to provide the Master Issuer Cash Management Services
set out in this Agreement. The Master Issuer Cash Manager in each case
hereby accepts such appointment on the terms and subject to the
conditions of this Agreement.
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2.2 DUTIES PRESCRIBED BY TRANSACTION DOCUMENTS
For the avoidance of doubt and in connection with the powers conferred
under Clause 2.1, save as expressly provided elsewhere in this
Agreement, nothing in this Agreement shall be construed so as to give
the Master Issuer Cash Manager any powers, rights, authorities,
directions or obligations other than as specified in this Agreement or
any of the other Master Issuer Transaction Documents.
2.3 APPOINTMENT CONDITIONAL UPON ISSUANCE OF NOTES
The appointment pursuant to Clause 2.1 is conditional upon the issue of
Notes on the Initial Closing Date and shall take effect upon and from
the Initial Closing Date automatically without any further action on the
part of any person PROVIDED THAT if the first issue of Notes has not
occurred by 30 October 2006, or such later date as the Master Issuer and
the Lead Managers may agree, this Agreement shall cease to be of further
effect.
3. MASTER ISSUER CASH MANAGEMENT SERVICES
3.1 GENERAL
The Master Issuer Cash Manager shall provide the services set out in
this Agreement (including, for the avoidance of doubt, the Schedules)
(the MASTER ISSUER CASH MANAGEMENT SERVICES).
3.2 APPROVALS AND AUTHORISATIONS
The Master Issuer Cash Manager shall maintain, or procure the
maintenance of, the approvals, authorisations, consents and licences
required in connection with the business of the Master Issuer and shall
prepare and submit, or procure the preparation and submission of, on
behalf of the Master Issuer, all necessary applications and requests for
any further approvals, authorisations, consents or licences which may be
required in connection with the business of the Master Issuer and shall,
so far as it is reasonably able to do so, perform the Master Issuer Cash
Management Services in such a way as not to prejudice the continuation
of any such approvals, authorisations, consents or licences.
3.3 COMPLIANCE WITH TRANSACTION DOCUMENTS, ETC.
The Master Issuer Cash Management Services shall include procuring (so
far as the Master Issuer Cash Manager, using its reasonable endeavours,
is able so to do) compliance by the Master Issuer with all applicable
legal requirements and with the terms of the Master Issuer Transaction
Documents, PROVIDED ALWAYS THAT the Master Issuer Cash Manager shall not
lend or provide any sum to the Master Issuer and that the Master Issuer
Cash Manager shall have no liability whatsoever to the Master Issuer,
the Master Issuer Security Trustee or any other person for any failure
by the Master Issuer to make any payment due under any of the Master
Issuer Transaction Documents (other than to the extent arising from any
failure by the Master Issuer Cash Manager to perform any of its
obligations under any of the Master Issuer Transaction Documents).
3.4 LIABILITY OF MASTER ISSUER CASH MANAGER
(a) The Master Issuer Cash Manager shall indemnify each of the Master Issuer
and the Master Issuer Security Trustee on demand on an after Tax basis
for any loss, liability, claim, expense or damage suffered or incurred
by it in respect of the negligence, fraud or wilful default of the
Master Issuer Cash Manager in carrying out its functions as Master
Issuer Cash Manager under, or as a result of a breach by the Master
Issuer Cash Manager of, the terms and provisions of this Agreement or
such other Master Issuer Transaction Documents to which the Master
Issuer Cash Manager is a party (in its capacity as such) in relation to
such functions.
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(b) For the avoidance of doubt, the Master Issuer Cash Manager shall not be
liable in respect of any loss, liability, claim, expense or damage
suffered or incurred by the Master Issuer or the Master Issuer Security
Trustee or any other person as a result of the proper performance of the
Master Issuer Cash Management Services by the Master Issuer Cash Manager
save to the extent that such loss, liability, claim, expense or damage
is suffered or incurred as a result of any negligence, fraud or wilful
default of the Master Issuer Cash Manager under, or as a result of a
breach by the Master Issuer Cash Manager of, the terms and provisions of
this Agreement or any of the other Master Issuer Transaction Documents
to which the Master Issuer Cash Manager is a party (in its capacity as
such) in relation to such functions.
4. PAYMENTS, ACCOUNTS, LEDGERS
4.1 MASTER ISSUER TRANSACTION ACCOUNT
(a) The Master Issuer Cash Manager hereby confirms that the Master Issuer
Transaction Account has been established on or before the date of this
Agreement and that the mandate in the agreed form will apply to this
Agreement as at the Programme Date. The Master Issuer Cash Manager
undertakes (to the extent to which the same is within its control in its
capacity as Master Issuer Cash Manager) that as at the Programme Date
the Master Issuer Transaction Account will be operative and that the
Master Issuer Cash Manager will not knowingly create or permit to
subsist any Security Interest in relation to the Master Issuer
Transaction Account other than as created under or permitted pursuant to
the Master Issuer Deed of Charge.
(b) The Master Issuer Cash Manager shall procure that the following amounts
are paid into the Master Issuer Transaction Account:
(i) all amounts of interest paid on the Loan Tranches;
(ii) all repayments or prepayments of principal on the Loan Tranches;
(iii) all amounts received by the Master Issuer pursuant to the Master
Issuer Swap Agreements (excluding the return or transfer of any
Excess Swap Collateral as set out in the relevant Master Issuer
Swap Agreement and in respect of each Master Issuer Swap
Provider, prior to the designation of an early termination date
under the relevant Master Issuer Swap Agreement and the
resulting application of the collateral by way of netting or
set-off, an amount equal to the value of all collateral (other
than Excess Swap Collateral) provided by such Master Issuer Swap
Provider to the Master Issuer pursuant to the relevant Master
Issuer Swap Agreement (and any interest or distributions in
respect thereof)); and
(iv) any other amounts whatsoever received by or on behalf of the
Master Issuer after the Programme Date,
and the Master Issuer Cash Manager shall procure that all interest
earned on the Master Issuer Transaction Account and all investment
proceeds from and income and distributions arising from time to time in
respect of Authorised Investments purchased from amounts standing to the
credit of the Master Issuer Transaction Account are credited to such
account.
(c) Each of the payments into the Master Issuer Transaction Account referred
to in Clause 4.1(b) shall be made forthwith upon receipt by the Master
Issuer or the Master Issuer Cash Manager of the amount in question.
(d) For the avoidance of doubt, as soon as reasonably practicable after
becoming aware of the same, the Master Issuer Cash Manager may, and
shall, withdraw Cash from the Master Issuer Transaction
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Account if, and to the extent that, such Cash was credited thereto in
error and shall use its reasonable endeavours to ensure that such Cash
is applied correctly thereafter.
(e) The Master Issuer Cash Manager shall promptly notify each of the Master
Issuer and the Master Issuer Security Trustee in writing of any
additional account which supplements or replaces any account
specifically referred to in the definition of the Master Issuer
Transaction Account in the Master Issuer Master Definitions and
Construction Schedule.
(f) Each of the Master Issuer Cash Manager and the Master Issuer undertakes
that, so far as it is able to procure the same, the Master Issuer
Transaction Account and all instructions and mandates in relation
thereto will continue to be operative and will not, save as permitted
pursuant to the Master Issuer Bank Account Agreement, be changed without
the prior written consent of the Master Issuer Security Trustee (such
consent not to be unreasonably withheld or delayed). For the avoidance
of doubt, the Master Issuer Cash Manager may change the authorised
signatories in respect of any instructions or mandates without the prior
written consent of the Master Issuer Security Trustee, in accordance
with the terms of the Master Issuer Bank Account Agreement.
4.2 ADDITIONAL MASTER ISSUER ACCOUNTS AND MASTER ISSUER SWAP COLLATERAL
ACCOUNTS
(a) If established, the Master Issuer Cash Manager will not knowingly create
or permit to subsist any Security Interest in relation to any Additional
Master Issuer Account or any Master Issuer Swap Collateral Account other
than as created under or permitted pursuant to the Master Issuer Deed of
Charge.
(b) The Master Issuer Cash Manager shall procure that the relevant amounts
are paid into the applicable Master Issuer Account or applicable Master
Issuer Swap Collateral Account and the Master Issuer Cash Manager shall
procure that all interest earned on the relevant Additional Master
Issuer Account or relevant Master Issuer Swap Collateral Account and all
investment proceeds from and income and distributions arising from time
to time in respect of Authorised Investments purchased from amounts
standing to the credit of an Additional Master Issuer Account are
credited to such account.
(c) Each of the payments into the Additional Master Issuer Account or any
Master Issuer Swap Collateral Account referred to in Clause 4.2(b) shall
be made forthwith upon receipt by the Master Issuer or the Master Issuer
Cash Manager of the amount in question.
(d) For the avoidance of doubt, as soon as reasonably practicable after
becoming aware of the same, the Master Issuer Cash Manager may, and
shall, withdraw Cash from an Additional Master Issuer Account or a
Master Issuer Swap Collateral Account if, and to the extent that, such
Cash was credited thereto in error and shall use its reasonable
endeavours to ensure that such Cash is applied correctly thereafter.
(e) The Master Issuer Cash Manager shall promptly notify each of the Master
Issuer and the Master Issuer Security Trustee in writing of any
additional account which is established pursuant to clause 3.1 or clause
3.3 of the Master Issuer Bank Account Agreement or any account
established to replace or supplement such account.
(f) Each of the Master Issuer Cash Manager and the Master Issuer undertakes
that, so far as it is able to procure the same, the Additional Master
Issuer Accounts and any Master Issuer Swap Collateral Accounts and all
instructions and mandates in relation thereto will continue to be
operative and will not, save as permitted pursuant to the Master Issuer
Bank Account Agreement or any agreement entered into with HBOS Treasury
Services plc on substantially the same terms as the Master Issuer Bank
Account Agreement, be changed without the prior written consent of the
Master Issuer Security Trustee (such consent not to be unreasonably
withheld or delayed). For the avoidance of doubt, the Master Issuer Cash
Manager may change the authorised signatories in respect of any
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instructions or mandates without the prior written consent of the Master
Issuer Security Trustee, in accordance with the terms of the Master
Issuer Bank Account Agreement or any agreement entered into with HBOS
Treasury Services plc on substantially the same terms as the Master
Issuer Bank Account Agreement.
4.3 WITHDRAWALS
(a) The Master Issuer Cash Manager may make withdrawals on behalf of the
Master Issuer from a Master Issuer Account, as permitted by this
Agreement, until such time as the Master Issuer Cash Manager receives a
copy of a Note Acceleration Notice served on the Master Issuer, but
shall not in carrying out its functions as Master Issuer Cash Manager
under this Agreement otherwise make withdrawals from a Master Issuer
Account.
(b) Upon receipt of such a Note Acceleration Notice, no amount shall be
withdrawn from the Master Issuer Accounts by the Master Issuer Cash
Manager without the prior written consent of the Master Issuer Security
Trustee.
4.4 CASH MANAGEMENT
In administering the Master Issuer Accounts on behalf of the Master
Issuer and the Master Issuer Security Trustee, the Master Issuer Cash
Manager shall comply with the provisions of Schedule 2 prior to receipt
by the Master Issuer Cash Manager of a copy of any Note Acceleration
Notice served on the Master Issuer. Following service of a Note
Acceleration Notice on the Master Issuer, the Master Issuer Security
Trustee or any Receiver appointed by the Master Issuer Security Trustee
will administer the Master Issuer Accounts in accordance with the terms
of the Master Issuer Deed of Charge.
4.5 MASTER ISSUER LEDGERS
(a) The Master Issuer Cash Manager shall open and maintain in the books of
the Master Issuer the following ledgers:
(i) the Master Issuer Revenue Ledger, which shall record all Master
Issuer Revenue Receipts (which shall exclude any fees to be paid
by Funding 2 on each Funding 2 Interest Payment Date under the
terms of the Master Intercompany Loan Agreement) (other than in
respect of any termination payment due by the Master Issuer in
respect of any Master Issuer Swap)) standing to the credit of
the Master Issuer Accounts from time to time and a sub-ledger in
respect of each Series and Class of Notes which shall record
interest received in respect of the Loan Tranches funded by each
such Series and Class of Notes;
(ii) the Master Issuer Principal Ledger, which shall record all
Master Issuer Principal Receipts standing to the credit of the
Master Issuer Accounts from time to time and a sub-ledger in
respect of each Series and Class of Notes which shall record
principal repayments in respect of the Loan Tranche funded by
each such Series and Class of Notes; and
(iii) the Master Issuer Swap Collateral Ledger (which shall comprise
of such sub-ledgers as the Master Issuer Cash Manager considers
appropriate), to record all payments, transfers and receipts in
connection with Swap Collateral, including, without limitation:
(A) the receipt of any Swap Collateral by the Master Issuer
from the Master Issuer Swap Providers;
(B) the receipt of any income or distributions in respect of
such Swap Collateral;
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(C) the payment or transfer of all, or any part of, such Swap
Collateral to the relevant Master Issuer Swap Provider;
and
(D) the payment or transfer of all, or any part of, such Swap
Collateral to the relevant Master Issuer Accounts,
provided that the Master Issuer Swap Collateral Ledger (and
sub-ledgers) shall only be established in the event that any
Master Issuer Swap Provider pays or transfers Swap Collateral to
the Master Issuer in accordance with the relevant Master Issuer
Swap Agreement;
(iv) the Master Issuer Expense Ledger, which shall record payments of
fees received from Funding 2 under the Master Intercompany Loan
and payments out in accordance with the Master Issuer
Pre-Enforcement Revenue Priority of Payments; and
(v) the Master Issuer Note Ledger, which shall be divided into
segregated sub-ledgers each of which shall record payments made
under each Series and Class of Notes (each of which shall be
further divided into sub-ledgers to record payments of interest
and fees and repayments and prepayments of principal made under
such Series and Class of Notes).
(b) The Master Issuer Cash Manager shall make credits and debits to the
Master Issuer Ledgers in accordance with the provisions of paragraphs 5
to 9 of Schedule 2 hereto.
4.6 TERMINATION
If on or prior to the date of the earlier of (i) repayment in full of
any Series and Class of Notes or (ii) the service of a Note Acceleration
Notice on the Master Issuer, any of the Master Issuer Swaps related to
such Series and Class are terminated, the Master Issuer Cash Manager (on
behalf of the Master Issuer and the Master Issuer Security Trustee)
shall purchase a replacement hedge (taking into account any early
termination payment received from the relevant Master Issuer Swap
Provider) in respect of such Series and Class of Notes, against, as
appropriate:
(a) fluctuations in the relevant currency swap rate between Dollars
and Sterling or the possible variance between LIBOR for
three-month Sterling deposits and either:
(i) LIBOR for one-month Dollar deposits (in relation to any
such Series and Class of Notes that are US Dollar Notes
and that are Money Market Notes); or
(ii) LIBOR for three-month Dollar deposits (in relation to any
such Series and Class of Notes that are US Dollar Notes
and that are not Money Market Notes); or
(b) fluctuations in the relevant currency swap rate between Euro and
Sterling or the possible variance between LIBOR for three-month
Sterling deposits and either:
(i) EURIBOR for one-month Euro deposits (in relation to any
such Series and Class of Notes that are the Euro Notes
and that are Money Market Notes); or
(ii) EURIBOR for three-month Sterling deposits (in relation to
any such Series and Class of Notes that are the Euro
Notes and that are not Money Market Notes); or
(c) fluctuations in the relevant currency swap rate between the
Specified Currency and Sterling or the possible variance between
LIBOR for three-month Sterling deposits and either:
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(i) LIBOR for one-month deposits of the Specified Currency
(in relation to any such Series and Class of Notes of the
Specified Currency that are Money Market Notes); or
(ii) LIBOR for three-month deposits of the Specified Currency
(in relation to any such Series and Class of Notes that
are not Money Market Notes);
in each case, on terms acceptable to the Rating Agencies and the Master
Issuer and the Master Issuer Security Trustee and with a swap provider
whom the Rating Agencies have previously confirmed in writing to the
Master Issuer and the Master Issuer Security Trustee will not cause the
then current ratings of the Notes to be downgraded.
4.7 SWAP COLLATERAL
(a) In the event that, pursuant to the terms of a Master Issuer Swap
Agreement, a Master Issuer Swap Provider pays or transfers Swap
Collateral to the Master Issuer, the Master Issuer Cash Manager shall:
(i) if not already created, create the Master Issuer Swap Collateral
Ledger in the books of the Master Issuer so as to record the
amount and type of such Swap Collateral and identify the
relevant Master Issuer Swap Agreement in respect of which it has
been posted;
(ii) upon receipt of such Swap Collateral, credit it to and record
the relevant details in the Swap Collateral Ledger;
(iii) to the extent that such Swap Collateral is in the form of Cash,
pay it into the relevant Master Issuer Swap Collateral Cash
Account; and
(iv) to the extent that such Swap Collateral is in the form of
securities, arrange for it to be credited to the relevant Master
Issuer Swap Collateral Securities Account.
(b) Any such Swap Collateral shall not form part of the Master Issuer
Available Funds provided that, if the terms of the relevant Master
Issuer Swap Agreement permit such Swap Collateral to be applied in or
towards satisfaction of the relevant Master Issuer Swap Provider's
obligations under the relevant Master Issuer Swap Agreement, and in the
event that such Swap Collateral is to be so applied, the Master Issuer
Cash Manager shall:
(i) where the relevant Swap Collateral is in the form of Cash,
transfer the relevant amount of Cash from the relevant Master
Issuer Swap Collateral Cash Account to the Master Issuer
Transaction Account; or
(ii) where the relevant Swap Collateral is in the form of securities,
realise the Swap Collateral and pay the amount of the net
proceeds into the Master Issuer Transaction Account,
and, in each case, make the appropriate debits and credits to the Master
Issuer Swap Collateral Ledger. Swap Collateral will form part of the
Master Issuer Available Revenue Receipts on its transfer or payment into
the Master Issuer Transaction Account in accordance with this Clause
4.7(b).
(c) To the extent that, pursuant to the terms of the relevant Master Issuer
Swap Agreement, Swap Collateral is to be transferred or paid to the
relevant Master Issuer Swap Provider, the Master Issuer Cash Manager
shall:
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(i) where the relevant Swap Collateral is in the form of Cash, pay
the relevant amount of Cash out of the relevant Swap Collateral
Cash Account to the Master Issuer Swap Provider; or
(ii) where the relevant Swap Collateral is in the form of securities,
transfer and deliver the Swap Collateral to the Master Issuer
Swap Provider,
and, in each case, debit the Master Issuer Swap Collateral Ledger as
appropriate.
(d) The terms of this Clause 4.7 shall prevail if and to the extent that
they are inconsistent with the other paragraphs of this Clause 4.
4.8 NOTIFICATION TO MASTER ISSUER SWAP PROVIDERS
As soon as practicable following the notification to the Note Trustee
and the Noteholders of an early redemption of a Series and Class of
Notes in accordance with Condition 5 of such Notes, the Master Issuer
Cash Manager shall notify, as soon as is reasonably practicable, the
relevant Master Issuer Swap Providers (being the Master Issuer Swap
Providers who have entered into swap transactions with the Master Issuer
relating to such Notes) of such redemption.
5. NO LIABILITY
Save as otherwise provided in this Agreement, the Master Issuer Cash
Manager shall have no liability for the obligations of either the Master
Issuer Security Trustee or the Master Issuer under any of the
Transaction Documents or otherwise and nothing in this Agreement shall
constitute a guarantee, or similar obligation, by the Master Issuer Cash
Manager of either Funding 2, the Master Issuer Security Trustee or the
Master Issuer in respect of any of them.
6. COSTS AND EXPENSES
Subject to and in accordance with the Master Issuer Pre-Enforcement
Revenue Priority of Payments or, as the case may be, the Master Issuer
Post-Enforcement Priority of Payments, the Master Issuer will on each
Quarterly Interest Payment Date reimburse the Master Issuer Cash Manager
for all out-of-pocket costs, expenses and charges (together with any
amounts in respect of Irrecoverable VAT due thereon) properly incurred
by the Master Issuer Cash Manager in the performance of the Master
Issuer Cash Management Services including any such costs, expenses or
charges not reimbursed to the Master Issuer Cash Manager on any previous
Quarterly Interest Payment Date and the Master Issuer Cash Manager shall
supply the Master Issuer with an appropriate VAT invoice issued by the
Master Issuer Cash Manager or, if the Master Issuer Cash Manager has
treated the relevant cost, expense or charge as a disbursement for VAT
purposes, by the person making the supply.
7. INFORMATION
7.1 USE OF I.T. SYSTEMS
(a) The Master Issuer Cash Manager represents and warrants that as at the
date hereof, in respect of the software which is to be used by the
Master Issuer Cash Manager in providing the Master Issuer Cash
Management Services, it has in place all necessary licences or consents
from the respective licensor or licensors (if any) of such software.
(b) The Master Issuer Cash Manager undertakes that it shall, for the
duration of this Agreement, use reasonable endeavours to:
(i) ensure that the licences or consents referred to in paragraph
(a) are maintained in full force and effect; and
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(ii) except in so far as it would breach any other of its legal
obligations, grant to any person to whom it may sub-contract or
delegate the performance of all or any of its powers and
obligations under this Agreement or to such person as the Master
Issuer and the Master Issuer Security Trustee elect as a
substitute cash manager in accordance with the terms of this
Agreement a licence to use any proprietary software together
with any updates which may be made thereto from time to time.
(c) The Master Issuer Cash Manager shall use reasonable endeavours to
maintain in working order the information technology systems used by the
Master Issuer Cash Manager in providing the Master Issuer Cash
Management Services.
(d) The Master Issuer Cash Manager shall pass to any person to whom it may
sub-contract or delegate the performance of all or any of its powers and
obligations under this Agreement or to such person as the Master Issuer
and the Master Issuer Security Trustee elect as a substitute cash
manager in accordance with the terms of this Agreement the benefit of
any warranties in relation to the software insofar as the same are
capable of assignment.
7.2 BANK ACCOUNT STATEMENTS
The Master Issuer Cash Manager shall take all reasonable steps to ensure
that it receives a monthly bank statement in relation to each of the
Master Issuer Accounts (subject to clause 6.3 of the Master Issuer Bank
Account Agreement) and that it furnishes a copy of such statements to
the Master Issuer and the Master Issuer Security Trustee, unless
otherwise agreed.
7.3 ACCESS TO BOOKS AND RECORDS
Subject to all applicable laws, the Master Issuer Cash Manager shall
permit the Auditors of the Master Issuer and any other person nominated
by the Master Issuer Security Trustee (to whom the Master Issuer Cash
Manager has no reasonable objection) at any time during normal office
hours upon reasonable notice to have access, or procure that such person
or persons are granted access, to all books of record and account
relating to the Master Issuer Cash Management Services provided by the
Master Issuer Cash Manager and related matters in accordance with this
Agreement.
7.4 STATUTORY OBLIGATIONS
The Master Issuer Cash Manager will use its reasonable endeavours, on
behalf of the Master Issuer, to prepare or procure the preparation of
and file all reports, annual returns, financial statements, statutory
forms and other returns which the Master Issuer is required by law to
prepare and file. Subject to approval thereof by the directors of the
Master Issuer, the Master Issuer Cash Manager shall cause such accounts
to be audited by the Auditors and shall procure so far as it is able to
do so that the Auditors shall make a report thereon as required by law
and copies of all such documents shall be delivered to the Master Issuer
Security Trustee, the Master Issuer and the Rating Agencies as soon as
practicable after the end of each accounting reference period of the
Master Issuer.
7.5 INFORMATION COVENANTS
(a) The Master Issuer Cash Manager shall provide the Master Issuer, the
Master Issuer Security Trustee, the Seller and the Rating Agencies with
a quarterly report substantially in the form set out in Schedule 3, or
in such other form reasonably acceptable to the recipients thereof, in
respect of the Master Issuer. Each such quarterly report shall be
delivered to the Master Issuer, the Master Issuer Security Trustee, the
Seller and the Rating Agencies by the last Business Day of the month in
which each Interest Payment Date occurs.
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(b) The Master Issuer Cash Manager shall provide, or procure the provision
of, to the Master Issuer, the Master Issuer Security Trustee and the
Rating Agencies copies of any annual returns or financial statements
referred to in Clause 7.4 as soon as reasonably practicable after the
preparation thereof upon the request of any such person.
(c) The Master Issuer Cash Manager shall notify the Rating Agencies in
writing of the details of:
(i) any material amendment to the Master Issuer Transaction
Documents;
(ii) the occurrence of a Note Event of Default; and
(iii) any other information relating to the Master Issuer Cash Manager
as the Rating Agencies may reasonably request in connection with
its obligations under this Agreement, PROVIDED THAT such request
does not adversely interfere with the Master Issuer Cash
Manager's day-to-day provision of the Master Issuer Cash
Management Services under the other terms of this Agreement.
(d) The Master Issuer Cash Manager shall, at the request of the Master
Issuer Security Trustee, furnish the Master Issuer Security Trustee and
the Rating Agencies with such other information relating to its business
and financial condition as it may be reasonable for the Master Issuer
Security Trustee to request in connection with this Agreement PROVIDED
THAT the Master Issuer Security Trustee shall not make such a request
more than once every three months unless, in the belief of the Master
Issuer Security Trustee, a Master Intercompany Loan Event of Default,
Note Event of Default or Master Issuer Cash Manager Termination Event
(as defined in Clause 11.1) shall have occurred and is continuing or may
reasonably be expected to occur and PROVIDED FURTHER THAT such request
does not adversely interfere with the Master Issuer Cash Manager's
day-to-day provision of the Master Issuer Cash Management Services under
the other terms of this Agreement.
8. REMUNERATION
8.1 FEE PAYABLE
On each Quarterly Interest Payment Date, the Master Issuer shall pay to
the Master Issuer Cash Manager for the Master Issuer Cash Management
Services a cash management fee (which shall be inclusive of VAT) that
shall be agreed in writing between the Master Issuer, the Master Issuer
Security Trustee and the Master Issuer Cash Manager from time to time.
8.2 PAYMENT OF FEE
The cash management fee referred to in Clause 8.1 shall be paid to the
Master Issuer Cash Manager in arrear on each Quarterly Interest Payment
Date in the manner contemplated by and in accordance with the provisions
of the Master Issuer Pre-Enforcement Revenue Priority of Payments or, as
the case may be, the Master Issuer Post-Enforcement Priority of
Payments.
9. COVENANTS OF MASTER ISSUER CASH MANAGER
9.1 COVENANTS
The Master Issuer Cash Manager hereby covenants with and undertakes to
each of the Master Issuer and the Master Issuer Security Trustee that
without prejudice to any of its specific obligations under this
Agreement:
(a) it will devote all due skill, care and diligence to the
performance of its obligations and the exercise of its
discretions under this Agreement;
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(b) it will comply with any proper directions, orders and
instructions which the Master Issuer or the Master Issuer
Security Trustee may from time to time give to it in accordance
with the provisions of this Agreement and, in the event of any
conflict, those of the Master Issuer Security Trustee shall
prevail;
(c) it will use its reasonable endeavours to keep in force all
licences, approvals, authorisations and consents which may be
necessary in connection with the performance of the Master
Issuer Cash Management Services and prepare and submit all
necessary applications and requests for any further approval,
authorisation, consent or licence required in connection with
the performance of the Master Issuer Cash Management Services;
(d) save as otherwise agreed with the Master Issuer and the Master
Issuer Security Trustee, it will provide free of charge to the
Master Issuer during normal office hours office space,
facilities, equipment and staff sufficient to fulfil the
obligations of the Master Issuer under this Agreement;
(e) it will not knowingly fail to comply with any legal requirements
in the performance of the Master Issuer Cash Management
Services;
(f) it will make all payments required to be made by it pursuant to
this Agreement on the due date for payment thereof for value on
such day without set-off (including, without limitation, in
respect of any fees owed to it) or counterclaim; and
(g) it will not, without the prior written consent of the Master
Issuer Security Trustee, amend or terminate any of the Master
Issuer Transaction Documents save in accordance with their
terms.
9.2 DURATION OF COVENANTS
The covenants of the Master Issuer Cash Manager in Clause 9.1 shall
remain in force until this Agreement is terminated but without prejudice
to any right or remedy of the Master Issuer or the Master Issuer
Security Trustee arising from breach of any such covenant prior to the
date of termination of this Agreement.
10. NON-EXCLUSIVITY
Nothing in this Agreement shall prevent the Master Issuer Cash Manager
from rendering or performing services similar to those provided for in
this Agreement to or for itself or other persons, firms or companies or
from carrying on business similar to or in competition with the business
of the Master Issuer or the Master Issuer Security Trustee.
11. TERMINATION
11.1 MASTER ISSUER CASH MANAGER TERMINATION EVENTS
If any of the following events (MASTER ISSUER CASH MANAGER TERMINATION
EVENTS) shall occur:
(a) default is made by the Master Issuer Cash Manager in the payment
on the due date of any payment due and payable by it under this
Agreement and such default continues unremedied for a period of
three London Business Days after the earlier of the Master
Issuer Cash Manager becoming aware of such default and receipt
by the Master Issuer Cash Manager of written notice from the
Master Issuer or the Master Issuer Security Trustee, as the case
may be, requiring the same to be remedied; or
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(b) default is made by the Master Issuer Cash Manager in the
performance or observance of any of its other covenants and
obligations under this Agreement, which in the reasonable
opinion of the Master Issuer Security Trustee is materially
prejudicial to the interests of the Master Issuer Secured
Creditors and such default continues unremedied for a period of
twenty London Business Days after the earlier of the Master
Issuer Cash Manager becoming aware of such default and receipt
by the Master Issuer Cash Manager of written notice from the
Master Issuer Security Trustee requiring the same to be
remedied; or
(c) while the Master Issuer Cash Manager is the Seller, an
Insolvency Event occurs with respect to the Master Issuer Cash
Manager,
then the Master Issuer Security Trustee may at once or at any time
thereafter while such default continues by giving notice in writing to
the Master Issuer Cash Manager terminate its appointment as Master
Issuer Cash Manager under this Agreement with effect from a date (not
earlier than the date of the notice) specified in the notice.
11.2 RESIGNATION OF MASTER ISSUER CASH MANAGER
The appointment of the Master Issuer Cash Manager under this Agreement
may be terminated upon the expiry of not less than 12 months' written
notice of termination given by the Master Issuer Cash Manager to the
Master Issuer and the Master Issuer Security Trustee PROVIDED THAT:
(a) the Master Issuer and the Master Issuer Security Trustee consent
in writing to such termination;
(b) a substitute cash manager shall be appointed, such appointment
to be effective not later than the date of such termination;
(c) such substitute cash manager has cash management experience and
is approved by the Master Issuer and the Master Issuer Security
Trustee;
(d) such substitute cash manager enters into an agreement
substantially on the same terms as this Agreement or on such
terms as are satisfactory to the Master Issuer and the Master
Issuer Security Trustee and the Master Issuer Cash Manager shall
not be released from its obligations under this Agreement until
such substitute cash manager has entered into such new agreement
and the rights of the Master Issuer under such agreement are
charged in favour of the Master Issuer Security Trustee on terms
satisfactory to the Master Issuer Security Trustee; and
(e) the then current ratings (if any) of the Notes are not adversely
affected as a result thereof (unless otherwise agreed by an
Extraordinary Resolution of each Class of the Noteholders).
11.3 EFFECT OF TERMINATION
(a) On and after termination of the appointment of the Master Issuer Cash
Manager under this Agreement pursuant to this Clause 11, all authority
and power of the Master Issuer Cash Manager under this Agreement shall
be terminated and be of no further effect and the Master Issuer Cash
Manager shall not thereafter hold itself out in any way as the agent of
the Master Issuer or the Master Issuer Security Trustee pursuant to this
Agreement.
(b) Upon termination of the appointment of the Master Issuer Cash Manager
under this Agreement pursuant to this Clause 11, the Master Issuer Cash
Manager shall:
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(i) forthwith deliver (and in the meantime hold on trust for, and to
the order of, the Master Issuer or the Master Issuer Security
Trustee, as the case may be) to the Master Issuer or the Master
Issuer Security Trustee, as the case may be or as it shall
direct in writing, all books of account, papers, records,
registers, correspondence and documents in its possession or
under its control relating to the affairs of or belongings of
the Master Issuer or the Master Issuer Security Trustee, as the
case may be, (if practicable, on the date of receipt) any monies
then held by the Master Issuer Cash Manager on behalf of the
Master Issuer or the Master Issuer Security Trustee and any
other assets of the Master Issuer and the Master Issuer Security
Trustee;
(ii) take such further action as the Master Issuer or the Master
Issuer Security Trustee, as the case may be, may reasonably
direct at the expense of the Master Issuer or the Master Issuer
Security Trustee, as the case may be (including in relation to
the appointment of a substitute cash manager), provided that the
Master Issuer Security Trustee shall not be required to take or
direct to be taken such further action unless it has been
indemnified or secured to its satisfaction;
(iii) provide all relevant information contained on computer records
in the form of magnetic tape, together with details of the
layout of the files encoded on such magnetic tapes; and
(iv) co-operate and consult with and assist the Master Issuer or the
Master Issuer Security Trustee or its nominee, as the case may
be (which shall, for the avoidance of doubt, include any
Receiver appointed by it) for the purposes of explaining the
file layouts and the format of the magnetic tapes generally
containing such computer records on the computer system of the
Master Issuer or the Master Issuer Security Trustee or such
nominee, as the case may be.
11.4 NOTICE OF EVENT OF DEFAULT
The Master Issuer Cash Manager shall deliver to the Master Issuer and
the Master Issuer Security Trustee as soon as reasonably practicable but
in any event within three London Business Days of becoming aware thereof
a notice of any Master Issuer Cash Manager Termination Event or any Note
Event of Default or any event which with the giving of notice or expiry
of any grace period or certification, as specified in such Master Issuer
Cash Manager Termination Event or Note Event of Default, would
constitute the same.
11.5 GENERAL PROVISIONS RELATING TO TERMINATION
(a) Termination of the appointment of the Master Issuer Cash Manager under
this Agreement shall be without prejudice to the liabilities of the
Master Issuer and the Master Issuer Security Trustee to the Master
Issuer Cash Manager or vice versa incurred before the date of such
termination. The Master Issuer Cash Manager shall have no right of
set-off or any lien in respect of such amounts against amounts held by
it on behalf of the Master Issuer or the Master Issuer Security Trustee.
(b) This Agreement shall terminate at such time as the Master Issuer Secured
Liabilities have been fully discharged.
(c) On termination of the appointment of the Master Issuer Cash Manager
under the provisions of this Clause 11, the Master Issuer Cash Manager
shall be entitled to receive all fees and other moneys accrued up to
(but excluding) the date of termination but shall not be entitled to any
other or further compensation. The Master Issuer shall pay such moneys
so receivable by the Master Issuer Cash Manager in accordance with the
Master Issuer Pre-Enforcement Revenue Priority of Payments or, as the
case may be, the Master Issuer Post-Enforcement Priority of Payments, on
the dates on which they would otherwise have fallen due hereunder. Such
termination shall not affect the Master Issuer
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Cash Manager's rights to receive payment of all amounts (if any) due to
it from the Master Issuer other than under this Agreement.
(d) Any provision of this Agreement which is stated to continue after
termination of this Agreement shall remain in full force and effect
notwithstanding termination.
12. FURTHER ASSURANCE
12.1 CO-OPERATION, ETC.
The parties to this Agreement agree that they will co-operate fully to
do all such further acts and things and execute any further documents as
may be necessary or desirable to give full effect to the arrangements
contemplated by this Agreement.
12.2 POWERS OF ATTORNEY
Without prejudice to the generality of Clause 12.1, the Master Issuer
and the Master Issuer Security Trustee shall upon request by the Master
Issuer Cash Manager forthwith give to the Master Issuer Cash Manager
such further powers of attorney or other written authorisations,
mandates or instruments as are necessary to enable the Master Issuer
Cash Manager to perform the Master Issuer Cash Management Services.
12.3 CHANGE OF MASTER ISSUER SECURITY TRUSTEE
In the event that there is any change in the identity of the Master
Issuer Security Trustee or an additional Master Issuer Security Trustee
is appointed in accordance with the Master Issuer Deed of Charge, the
existing Master Issuer Security Trustee, the new Master Issuer Security
Trustee or the retiring Master Issuer Security Trustee, as the case may
be, the Master Issuer Cash Manager and the Master Issuer shall execute
such documents and take such actions as such of the existing Master
Issuer Security Trustee, the new Master Issuer Security Trustee and/or
the retiring Master Issuer Security Trustee, as applicable shall agree
are reasonably necessary for the purpose of vesting in such new Master
Issuer Security Trustee the rights and benefits of the Master Issuer
Security Trustee under this Agreement and under the Master Issuer Deed
of Charge and, if relevant, releasing the retiring Master Issuer
Security Trustee from its future obligations hereunder or thereunder.
12.4 NO OBLIGATION ON MASTER ISSUER SECURITY TRUSTEE
Nothing contained in this Agreement shall impose any obligation or
liability on the Master Issuer Security Trustee to assume or perform any
of the obligations of the Master Issuer or the Master Issuer Cash
Manager under this Agreement or render it liable for any breach thereof.
13. NEW NOTES
On each occasion that the Master Issuer issues a new Series and Class of
Notes, the Master Issuer Cash Manager, the Master Issuer and the Master
Issuer Security Trustee shall execute such documents and take such
action as may be necessary or required by the Rating Agencies for the
purpose of including any Master Issuer Swap Provider and any other
person who is required to execute an Accession Undertaking or any other
Master Issuer Transaction Document relating to such new Series and Class
of Notes to the Master Issuer Deed of Charge.
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14. MISCELLANEOUS
14.1 NO SET-OFF
The Master Issuer Cash Manager agrees that it will not:
(a) set-off or purport to set-off any amount which either the Master
Issuer is or will become obliged to pay to it under this
Agreement against any amount from time to time standing to the
credit of or to be credited to any Master Issuer Account; or
(b) make or exercise any claims or demands, any rights of
counterclaim or any other equities against or withhold payment
of any and all sums of money which may at any time and from time
to time be standing to the credit of any Master Issuer Account.
14.2 NO PETITION AND LIMITED RECOURSE
Clauses 5.3 and 5.4 of the Master Issuer Deed of Charge shall also apply
to this Agreement as if expressly incorporated herein.
15. CONFIDENTIALITY
During the continuance of this Agreement or after its termination, each
of the Master Issuer, the Master Issuer Cash Manager and the Master
Issuer Security Trustee shall use its best endeavours not to disclose to
any person, firm or company any information relating to the business,
finances or other matters of a confidential nature of any other party to
this agreement of which it may exclusively by virtue of being party to
the Transaction Documents have become possessed and shall use all
reasonable endeavours to prevent any such disclosure as aforesaid,
PROVIDED HOWEVER THAT the provisions of this Clause 15 shall not apply:
(a) to any information already known to the recipient otherwise than
as a result of entering into any of the Transaction Documents;
(b) to any information subsequently received by the recipient which
it would otherwise be free to disclose;
(c) to any information which is or becomes public knowledge
otherwise than as a result of the conduct of the recipient;
(d) to any extent that the recipient is required to disclose the
same pursuant to any law or order of any court of competent
jurisdiction or pursuant to any direction, request or
requirement (whether or not having the force of law) of any
central bank or any governmental or other authority (including,
without limitation, any official bank examiners or regulators);
(e) to the extent that the recipient needs to disclose the same for
determining the existence of, or declaring, a Note Event of
Default, or a Master Issuer Cash Manager Termination Event, the
protection or enforcement of any of its rights under any of the
Transaction Documents or in connection therewith or for the
purpose of discharging, in such manner as it thinks fit, its
duties under or in connection with such agreements in each case
to such persons as require to be informed of such information
for such purposes; or
(f) in relation to any information disclosed to the professional
advisers of the recipient or (in connection with a prospective
rating of any debt to be issued by the Master Issuer) to any
Rating Agency or any prospective new cash manager or Master
Issuer Security Trustee.
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16. NOTICES
Any notices to be given pursuant to this Agreement to any of the parties
hereto shall be sufficiently served if sent by prepaid first class post,
by hand or facsimile transmission and shall be deemed to be given (in
the case of facsimile transmission) when despatched, (where delivered by
hand) on the day of delivery if delivered before 17.00 hours on a
Business Day or on the next Business Day if delivered thereafter or on a
day which is not a Business Day or (in the case of first class post)
when it would be received in the ordinary course of the post and shall
be sent:
(a) in the case of the Master Issuer Cash Manager: to Halifax plc,
Xxxxxxx Xxxx (XX/0/0/XXX), Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX
(facsimile number x00 (0)000 000 0000) for the attention of the
Head of Mortgage Securitisation, with a copy to HBOS Treasury
Services, 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile no.
x00 (0) 00 0000 0000) for the attention of Head of Mortgage
Securitisation and Covered Bonds;
(b) in the case of the Master Issuer: to Permanent Master Issuer
PLC, 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (facsimile number +44
(0) 00 0000 0000) for the attention of the Directors, with a
copy to Halifax plc, Xxxxxxx Xxxx (XX/0/0/XXX), Xxxxxxx, Xxxx
Xxxxxxxxx XX0 0XX (facsimile number x00 (0)000 000 0000) for the
attention of the Head of Mortgage Securitisation; and
(c) in the case of the Master Issuer Security Trustee: to The Bank
of New York, 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX
(facsimile number x00 (0) 00 0000 0000) for the attention of
Global Structured Finance - Corporate Trust,
or to such other address or facsimile number or for the attention of
such other person or entity as may from time to time be notified by any
party to the others by written notice in accordance with the provisions
of this Clause 16.
17. VARIATION AND WAIVER
No variation or waiver of this Agreement shall be effective unless it is
in writing and signed by (or by some person duly authorised by) each of
the parties. No single or partial exercise of, or failure or delay in
exercising, any right under this Agreement shall constitute a waiver or
preclude any other or further exercise of that or any other right.
18. NO PARTNERSHIP
It is hereby acknowledged and agreed by the parties that nothing in this
Agreement shall be construed as giving rise to any partnership between
any of the parties.
19. ASSIGNMENT
19.1 ASSIGNMENT BY THE MASTER ISSUER
The Master Issuer may not assign or transfer any of its rights and
obligations under this Agreement without the prior written consent of
each of the Master Issuer Security Trustee and the Master Issuer Cash
Manager, except that the Master Issuer may assign its rights hereunder
without such consent pursuant to the Master Issuer Deed of Charge.
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19.2 NO ASSIGNMENT BY MASTER ISSUER CASH MANAGER
The Master Issuer Cash Manager may not assign or transfer any of its
rights and obligations under this Agreement without the prior written
consent of the Master Issuer and the Master Issuer Security Trustee,
such consent not to be unreasonably withheld or delayed.
20. EXCLUSION OF THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this
Agreement, but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
21. COUNTERPARTS
This Agreement may be executed in any number of counterparts (manually
or by facsimile) each of which, when executed and delivered, shall
constitute an original, but all the counterparts shall together
constitute but one and the same instrument provided, however, that this
Agreement shall have no force or effect until it is executed by the last
party to execute the same and shall be deemed to have been executed and
delivered in the place where such last party executed this Agreement.
22. GOVERNING LAW
This Agreement is governed by, and shall be construed in accordance
with, the laws of England and Wales.
23. SUBMISSION TO JURISDICTION
Each party to this Agreement hereby irrevocably submits to the exclusive
jurisdiction of the English courts in any action or proceeding arising
out of or relating to this Agreement, and hereby irrevocably agrees that
all claims in respect of such action or proceeding may be heard and
determined by such courts. Each party to this Agreement hereby
irrevocably waives, to the fullest extent it may possibly do so, any
defence or claim that the English courts are an inconvenient forum for
the maintenance or hearing of such action or proceeding.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed the
day and year first before written.
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SCHEDULE 1
MASTER ISSUER CASH MANAGEMENT SERVICES
The Master Issuer Cash Manager shall:
(a) operate the Master Issuer Accounts and ensure that payments are made
into and from such accounts in accordance with this Agreement, the
Master Issuer Deed of Charge, the Master Issuer Bank Account Agreement
and any other relevant Master Issuer Transaction Document, PROVIDED
HOWEVER THAT nothing herein shall require the Master Issuer Cash Manager
to make funds available to the Master Issuer to enable such payments to
be made other than as expressly required by the provisions of this
Agreement;
(b) keep records for all taxation purposes (including, without limitation,
those relating to VAT);
(c) subject to any applicable law, assist the Auditors of the Master Issuer
and provide such information to them as they may reasonably request for
the purpose of carrying out their duties as auditors of the Master
Issuer;
(d) make all filings, give all notices and make all registrations and other
notifications required in the day-to-day operation of the business of
the Master Issuer or required to be given by the Master Issuer pursuant
to the Master Issuer Transaction Documents;
(e) arrange for all payments due to be made by the Master Issuer under any
of the Master Issuer Transaction Documents, PROVIDED THAT such moneys
are at the relevant time available to the Master Issuer and PROVIDED
FURTHER THAT nothing herein shall constitute a guarantee by the Master
Issuer Cash Manager of all or any of the obligations of the Master
Issuer under any of the Master Issuer Transaction Documents;
(f) without prejudice to the role of and in conjunction with the Master
Issuer Corporate Services Provider under the Master Issuer Corporate
Services Agreement, keep general books of account and records of the
Master Issuer; provide accounting services, including reviewing receipts
and payments, supervising and assisting in the preparation of interim
statements and final accounts and supervising and assisting in the
preparation of tax returns;
(g) without prejudice to the role of and in conjunction with the Master
Issuer Corporate Services Provider under the Master Issuer Corporate
Services Agreement, provide or procure the provision of company
secretarial and administration services to the Master Issuer including
the keeping of all registers and the making of all returns and filings
required by applicable law or by US or UK regulatory authorities,
co-operate in the convening of board and general meetings and provide
registered office facilities;
(h) on behalf of the Master Issuer, PROVIDED THAT monies are at the relevant
time available to the Master Issuer, pay all out-of-pocket expenses of
the Master Issuer, incurred by the Master Issuer Cash Manager on behalf
of the Master Issuer in the performance of the Master Issuer Cash
Manager's duties hereunder including without limitation:
(i) all Taxes which may be due or payable by the Master Issuer;
(ii) all necessary filing and other fees in compliance with
regulatory requirements;
(iii) all legal and audit fees and other professional advisory fees;
and
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(iv) all communication expenses including postage, courier and
telephone charges;
(i) with the prior written consent of the Master Issuer Security Trustee,
invest monies standing from time to time to the credit of a Master
Issuer Account in Authorised Investments, subject to the following
provisions:
(i) any such Authorised Investment shall be made in the joint names
of the Master Issuer and the Master Issuer Security Trustee;
(ii) any costs properly and reasonably incurred in making and
changing Authorised Investments will be reimbursed to the Master
Issuer Cash Manager and the Master Issuer Security Trustee by
the Master Issuer; and
(iii) all income and other distributions arising on, or proceeds
following the disposal or maturity of, Authorised Investments
shall be credited to the relevant Master Issuer Account.
The Master Issuer Security Trustee and the Master Issuer Cash Manager
shall not be responsible (save where any loss results from the Master
Issuer Security Trustee's or the Master Issuer Cash Manager's, as the
case may be, own fraud, wilful default or negligence or that of their
respective officers or employees) for any loss occasioned by reason of
any such Authorised Investments whether by depreciation in value or
otherwise provided that such Authorised Investments were made in
accordance with the above provisions;
(j) (i) if necessary, perform all currency conversions free of charge,
cost or expense at the relevant exchange rate; and
(ii) for the purposes of any calculations referred to in
sub-paragraph (i) above, any currency amounts used in or
resulting from such calculations will be rounded in accordance
with the relevant market practice;
(k) make all returns and filings required to be made by the Master Issuer
and provide or procure the provision of company secretarial and
administration services to the Master Issuer;
(l) arrange payment of all fees to the London Stock Exchange plc or, as
applicable, the UK Listing Authority of the Financial Services
Authority;
(m) provide services in relation to Swap Collateral (including, without
limitation, (i) in connection with the transfer, receipt, administration
or holding of Swap Collateral, (ii) the making of calculations,
determinations, communications or valuations (iii) the opening and
maintenance of the Master Issuer Swap Collateral Accounts and the Master
Issuer Swap Collateral Ledger and (iv) the entering into of Master
Issuer Swap Collateral Ancillary Documents); and
(n) provide the Master Issuer, Funding 2, the Master Issuer Security Trustee
and the Rating Agencies with quarterly reports in relation to the Master
Issuer.
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SCHEDULE 2
CASH MANAGEMENT AND MAINTENANCE OF LEDGERS
1. DETERMINATION
(a) On each Note Determination Date, the Master Issuer Cash Manager shall
determine each of the following in accordance with this paragraph 1:
(i) the amount of any Master Issuer Principal Receipts and Master
Issuer Revenue Receipts available as at the following Quarterly
Interest Payment Date; and
(ii) the Principal Amount Outstanding of the Notes, the Pool Factor,
and the Note Principal Payment of the Notes in accordance with
the Conditions.
(b) The Master Issuer Cash Manager shall determine and notify the Master
Issuer, the Note Trustee, the Registrar and the Paying Agents on or
prior to 11:00 a.m. (London time) on the last day of each Interest
Period of any Additional Amount payable in respect of such Interest
Period.
(c) (i) The Master Issuer Cash Manager may make all the determinations
referred to in paragraph 1(a) and paragraph 1(b) on the basis of
any reasonable and proper assumptions as the Master Issuer Cash
Manager considers appropriate (including, without limitation, as
to the amount of any payments to be made under paragraph 3 below
during the period from and including the Note Determination Date
to but excluding the next Quarterly Interest Payment Date).
(ii) The Master Issuer Cash Manager shall on request notify the
Master Issuer and the Master Issuer Security Trustee in writing
of any such other assumptions and shall take account of any
representations made by the Master Issuer and the Master Issuer
Security Trustee (as the case may be) in relation thereto.
(d) Each determination made in accordance with this paragraph 1 shall (in
the absence of fraud, wilful default, negligence or manifest error) be
final and binding on all persons.
2. NOTIFICATION OF DETERMINATIONS
(a) The Master Issuer Cash Manager will cause each determination of Master
Issuer Available Funds to be notified forthwith to the Master Issuer.
(b) The Master Issuer Cash Manager shall procure that the determinations and
notifications required to be made pursuant to Condition 5.3 are made.
(c) The Master Issuer Cash Manager will promptly notify the Master Issuer
and each Calculation Agent (as defined in each of the Funding 2 Swap
Agreement and each relevant Master Issuer Swap Agreement) of the
relevant Note Principal Payment determined in accordance with paragraph
1(a)(ii) above.
3. PRIORITY OF PAYMENTS FOR MASTER ISSUER REVENUE RECEIPTS
Except for amounts due to third parties by the Master Issuer under item
(b) below, amounts due to the Master Issuer Account Bank under item (c)
below or amounts payable to any replacement swap provider using any
termination payment received by the Master Issuer in respect of the
corresponding Master Issuer Swap Agreement or amounts payable to a
Master Issuer Swap Provider
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(other than amounts pursuant to (i) below) using any premium recovered
from any replacement swap provider, which will be paid when due, on each
Quarterly Interest Payment Date, prior to the service of a note
acceleration notice on the Master Issuer or until such time as there are
no Master Issuer Secured Liabilities outstanding, the Master Issuer Cash
Manager will apply Master Issuer Revenue Receipts in the following
priority (in each case only if and to the extent that provisions of a
higher priority have been made in full and to the extent that such
withdrawal does not cause the Master Issuer Transaction Account to
become overdrawn (the MASTER ISSUER PRE-ENFORCEMENT REVENUE PRIORITY OF
PAYMENTS):
(a) firstly, without priority among them, but in proportion to the
respective amounts due, to pay amounts due to:
(i) the Master Issuer Security Trustee, together with interest and
any amount in respect of VAT on those amounts, and to provide
for any amounts due or to become due during the following
interest period to the Master Issuer Security Trustee under the
Master Issuer Deed of Charge;
(ii) the Note Trustee, together with interest and any amount in
respect of VAT on those amounts, and to provide for any amounts
due or to become due during the following interest period to the
Note Trustee under the Master Issuer Trust Deed; and
(iii) the Agent Bank, the Paying Agents, the Registrar and the
Transfer Agent, together with interest and any amount in respect
of VAT on those amounts, and any costs, charges, liabilities and
expenses then due or to become due during the following interest
period to the Agent Bank, the Registrar, the Transfer Agent and
the Paying Agents under the Master Issuer Paying Agent and Agent
Bank Agreement;
(b) secondly, to pay amounts due to any third party creditors of the Master
Issuer (other than those referred to later in this priority of
payments), which amounts have been incurred without breach by the Master
Issuer of the Transaction Documents to which it is a party and for which
payment has not been provided for elsewhere and to provide for any of
those amounts expected to become due and payable during the following
interest period by the Master Issuer and to pay or discharge any
liability of the Master Issuer for corporation tax on any chargeable
income or gain of the Master Issuer;
(c) thirdly, without priority among them, but in proportion to the
respective amounts due, to pay amounts due to:
(i) the Master Issuer Cash Manager, together with any amount in
respect of VAT on those amounts, and to provide for any amounts
due, or to become due to the Master Issuer Cash Manager in the
immediately succeeding interest period, under the Master Issuer
Cash Management Agreement;
(ii) the Master Issuer Corporate Services Provider, together with VAT
on those amounts, and to provide for any amounts due, or to
become due to the Master Issuer Corporate Service Provider in
the immediately succeeding interest period under the Master
Issuer Corporate Services Agreement; and
(iii) the Master Issuer Account Bank, together with VAT on those
amounts, and to provide for any amounts due, or to become due to
the Master Issuer Account Bank in the immediately succeeding
interest period under the Master Issuer Bank Account Agreement;
(d) fourthly, from amounts (excluding principal) received by the Master
Issuer from Funding 2 in respect of each AAA Loan Tranche (and, in
respect of (ii) below, the amounts (if any), excluding
21
principal, received from the Master Issuer Swap Provider(s) under the
Master Issuer Swap Agreement(s) in respect of the related Series and
Class of Notes):
(i) to pay the amounts due and payable to the relevant Master Issuer
Swap Provider(s) (if any) in respect of the related Series and
Class of Class A Notes (including any termination payment but
excluding any Master Issuer Swap Excluded Termination Amount) in
accordance with the terms of the relevant Master Issuer Swap
Agreement; and
(ii) to pay interest due and payable (if any) on the related Series
and Class of Class A Notes on such Interest Payment Date;
(e) fifthly, from amounts (excluding principal) received by the Master
Issuer from Funding 2 in respect of each AA Loan Tranche (and, in
respect of (ii) below, the amounts (if any), excluding principal,
received from the Master Issuer Swap Provider(s) under the Master Issuer
Swap Agreement(s) in respect of the related Series and Class of Notes):
(i) to pay the amounts due and payable to the relevant Master Issuer
Swap Provider(s) (if any) in respect of the related Series and
Class of Class B Notes (including any termination payment but
excluding any Master Issuer Swap Excluded Termination Amount) in
accordance with the terms of the relevant Master Issuer Swap
Agreement; and
(ii) to pay interest due and payable (if any) on the related Series
and Class of Class B Notes on such Interest Payment Date;
(f) sixthly, from amounts (excluding principal) received by the Master
Issuer from Funding 2 in respect of each A Loan Tranche (and, in respect
of (ii) below, the amounts (if any), excluding principal, received from
the Master Issuer Swap Provider(s) under the Master Issuer Swap
Agreement(s) in respect of the related Series and Class of Notes):
(i) to pay the amounts due and payable to the relevant Master Issuer
Swap Provider(s) (if any) in respect of the related Series and
Class of Class M Notes (including any termination payment but
excluding any Master Issuer Swap Excluded Termination Amount) in
accordance with the terms of the relevant Master Issuer Swap
Agreement; and
(ii) to pay interest due and payable (if any) on the related Series
and Class of Class M Notes on such Interest Payment Date;
(g) seventhly, from amounts (excluding principal) received by the Master
Issuer from Funding 2 in respect of each BBB Loan Tranche (and, in
respect of (ii) below, the amounts (if any), excluding principal,
received from the Master Issuer Swap Provider(s) under the Master Issuer
Swap Agreement(s) in respect of the related Series and Class of Notes):
(i) to pay the amounts due and payable to the relevant Master Issuer
Swap Provider(s) (if any) in respect of the related Series and
Class of Class C Notes (including any termination payment but
excluding any Master Issuer Swap Excluded Termination Amount) in
accordance with the terms of the relevant Master Issuer Swap
Agreement; and
(ii) to pay interest due and payable (if any) on the related Series
and Class of Class C Notes on such Interest Payment Date;
(h) eighthly, from amounts (excluding principal) received by the Master
Issuer from Funding 2 in respect of each BB Loan Tranche (and, in
respect of (ii) below, the amounts (if any), excluding principal,
received from the Master Issuer Swap Provider(s) under the Master Issuer
Swap Agreement(s) in respect of the related Series and Class of Notes):
22
(i) to pay the amounts due and payable to the relevant Master Issuer
Swap Provider(s) (if any) in respect of the related Series and
Class of Class D Notes (including any termination payment but
excluding any Master Issuer Swap Excluded Termination Amount) in
accordance with the terms of the relevant Master Issuer Swap
Agreement; and
(ii) to pay interest due and payable (if any) on the related Series
and Class of Class D Notes on such Interest Payment Date;
(i) ninthly, without priority among them but in proportion to the respective
amounts due, to pay any Master Issuer Swap Excluded Termination Payment
due to a Master Issuer Swap Provider; and
(j) tenthly, the balance (if any) to the Master Issuer.
4. PRIORITY OF PAYMENTS FOR MASTER ISSUER PRINCIPAL RECEIPTS
Subject to Condition 5 of the Notes, until enforcement of the Master
Issuer Security pursuant to the Master Issuer Deed of Charge or until
such time as there are no Notes outstanding, Master Issuer Principal
Receipts will be applied as follows:
(a) the Class A Notes: from principal amounts received by the Master
Issuer from Funding 2 in respect of each AAA Loan Tranche (and
in respect of (ii) below, the principal amounts received (if
any) from the Master Issuer Swap Providers under the relevant
Master Issuer Swap Agreements in respect of the related Series
and Class of Notes):
(i) to pay amounts due and payable (in respect of principal)
on such Interest Payment Date to the relevant Master
Issuer Swap Providers in respect of the related Series
and Class of Class A Notes in accordance with the terms
of the relevant Master Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class A Notes;
(b) the Class B Notes: from principal amounts received by the Master
Issuer from Funding 2 in respect of each AA Loan Tranche (and in
respect of (ii) below, the principal amounts received (if any)
from the Master Issuer Swap Providers under the relevant Master
Issuer Swap Agreements in respect of the related Series and
Class of Notes):
(i) to pay amounts due and payable (in respect of principal)
on such Interest Payment Date to the relevant Master
Issuer Swap Providers in respect of the related Series
and Class of Class B Notes in accordance with the terms
of the relevant Master Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class B Notes;
(c) the Class M Notes: from principal amounts received by the Master
Issuer from Funding 2 in respect of each A Loan Tranche (and in
respect of (ii) below, the principal amounts received (if any)
from the Master Issuer Swap Providers under the relevant Master
Issuer Swap Agreements in respect of the related Series and
Class of Notes):
(i) to pay amounts due and payable (in respect of principal)
on such Interest Payment Date to the relevant Master
Issuer Swap Providers in respect of the related Series
and Class of Class M Notes in accordance with the terms
of the relevant Master Issuer Swap Agreements; and
23
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class M Notes;
(d) the Class C Notes: from principal amounts received by the Master
Issuer from Funding 2 in respect of each BBB Loan Tranche (and
in respect of (ii) below, the principal amounts received (if
any) from the Master Issuer Swap Providers under the relevant
Master Issuer Swap Agreements in respect of the related Series
and Class of Notes):
(i) to pay amounts due and payable (in respect of principal)
on such Interest Payment Date to the relevant Master
Issuer Swap Providers in respect of the related Series
and Class of Class C Notes in accordance with the terms
of the relevant Master Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class C Notes;
(e) the Class D Notes: from principal amounts received by the Master
Issuer from Funding 2 in respect of each BB Loan Tranche (and in
respect of (ii) below, the principal amounts received (if any)
from the Master Issuer Swap Providers under the relevant Master
Issuer Swap Agreements in respect of the related Series and
Class of Notes):
(i) to pay amounts due and payable (in respect of principal)
on such Interest Payment Date to the relevant Master
Issuer Swap Providers in respect of the related Series
and Class of Class D Notes in accordance with the terms
of the relevant Master Issuer Swap Agreements; and
(ii) to pay amounts due and payable in respect of principal
(if any) on such Interest Payment Date on the related
Series and Class of Class D Notes.
The amounts standing to the credit of any sub-ledger of the Master
Issuer Principal Ledger (in respect of a Series and Class of Notes) may
only be applied by the Master Issuer Cash Manager to pay the principal
amounts due (if any) in respect of such Series and Class of Notes under
the above Master Issuer Pre-Enforcement Principal Priority of Payments.
5. USE OF LEDGERS
The Master Issuer Cash Manager shall forthwith record monies received or
payments made by it on behalf of the Master Issuer in the ledgers in the
manner set out in this Agreement. If, at any time, the Master Issuer
Cash Manager is in any doubt as to which ledger a particular amount
should be credited or debited, it shall consult with the Master Issuer
Security Trustee thereon.
A debit item shall only be made in respect of any of the Master Issuer
Ledgers, and the corresponding payment or transfer (if any) may only be
made from the Master Issuer Accounts, to the extent that such entry does
not cause the relevant ledger to have a debit balance.
6. MASTER ISSUER REVENUE LEDGER
The Master Issuer Cash Manager shall ensure that:
(a) the following amounts shall be credited to the Master Issuer
Revenue Ledger:
(i) all interest and any other amount (not including
principal and fees), if any, paid by Funding 2 to the
Master Issuer under the terms of the Master Intercompany
Loan Agreement;
24
(ii) all interest received by the Master Issuer in respect of
the Master Issuer Accounts;
(iii) all amounts received by the Master Issuer representing
income on any Issuer Authorised Investments;
(iv) all revenue amounts (including any early termination
payment which is to be used to acquire, if necessary, a
new currency or interest rate swap) received by the
Master Issuer under the Master Issuer Swap Agreements;
(b) any payment or provision made under paragraph 3 of this Schedule
2 shall be debited to the Master Issuer Revenue Ledger and the
applicable sub-ledger; and
(c) the amounts received from Funding 2 in respect of interest due
on a Loan Tranche shall be credited to a sub-ledger (in respect
of the Series and Class of Notes that funded such Loan Tranche)
to the Master Issuer Revenue Ledger and payments of interest in
respect of such Series and Class of Notes by the Master Issuer
shall be debited to such sub-ledger.
The Master Issuer Cash Manager shall ensure that, prior to the
enforcement of the Master Issuer Security, on each Quarterly Interest
Payment Date, the amounts standing to the credit of any sub-ledger of
the Master Issuer Revenue Ledger (in respect of a Series and Class of
Notes) may only be applied by the Master Issuer Cash Manager to pay the
interest and other amounts due in respect of such Series and Class of
Notes under the Master Issuer Pre-Enforcement Revenue Priority of
Payments provided that to the extent that on any Quarterly Interest
Payment Date, amounts standing to the credit of the Master Issuer
Revenue Ledger (excluding amounts standing to the credit of the
sub-ledgers for each Series and Class of Notes) and the Master Issuer
Reserve Ledger are insufficient to pay items (a) to (c) of the Master
Issuer Pre-Enforcement Revenue Priority of Payments, then the Master
Issuer Cash Manager will, in no order of priority among them but in
proportion to the amount required, apply amounts standing to the credit
of the sub-ledgers of the Master Issuer Revenue Ledger in respect of the
Class D Notes of each Series on such date to meet such shortfall (until
the balance of such sub-ledgers is zero), then amounts standing to the
credit of the sub-ledgers of the Master Issuer Revenue Ledger in respect
of the Class C Notes of each Series (until the balance of such
sub-ledgers is zero), then amounts standing to the credit of the
sub-ledgers of the Master Issuer Revenue Ledger in respect of the Class
M Notes of each Series (until the balance of such sub-ledgers is zero),
then amounts standing to the credit of the sub-ledgers of the Master
Issuer Revenue Ledger in respect of the Class B Notes (until the balance
of such sub-ledgers is zero) and then amounts standing to the credit of
the sub-ledgers of the Master Issuer Revenue Ledger in respect of the
Class A Notes (until the balance of such sub-ledgers is zero).
7. MASTER ISSUER PRINCIPAL LEDGER
The Master Issuer Cash Manager shall ensure that:
(a) all principal paid by Funding 2 to the Master Issuer under the
terms of the Master Intercompany Loan Agreement shall be
credited to the Master Issuer Principal Ledger;
(b) any payment or provision made under paragraph 4 of Schedule 2 of
the Master Issuer Deed of Charge shall be debited to the Master
Issuer Principal Ledger; and
(c) the amounts of principal received from Funding 2 in respect of a
Loan Tranche shall be credited to a sub-ledger to the Master
Issuer Principal Ledger in respect of the Series and Class of
Notes which funded such Loan Tranche and repayments of principal
in respect of such Series and Class of Notes by the Master
Issuer or on its behalf shall be debited to such sub-ledger.
25
The Master Issuer Cash Manager shall ensure that, prior to the
enforcement of the Master Issuer Security, on each Quarterly Interest
Payment Date, the amounts standing to the credit of any sub-ledger of
the Master Issuer Principal Ledger (in respect of a Series and Class of
Notes) may only be applied by the Master Issuer Cash Manager to pay the
principal amounts due (if any) in respect of such Series and Class of
Notes under the Master Issuer Pre-Enforcement Principal Priority of
Payments.
8. RECORDS
The Master Issuer Cash Manager shall ensure that a separate record is
kept of any amount received from each of the Master Issuer Swap
Providers pursuant to each of the Master Issuer Swap Agreements.
9. MASTER ISSUER SWAP COLLATERAL LEDGER
In connection with Swap Collateral the Master Issuer Cash Manager shall
ensure that the appropriate debits and credits are made to the Master
Issuer Swap Collateral Ledger in accordance with Clause 4.7 (Swap
Collateral).
10. MASTER ISSUER EXPENSES LEDGER
The Master Issuer Cash Manager shall ensure that:
(a) any fees paid by Funding 2 on each Funding 2 Interest Payment
Date under the terms of the Master Intercompany Loan Agreement
shall be credited to the Master Issuer Expenses Ledger; and
(b) any payment or provision of fees made under the Master Issuer
Priority of Payments using fees paid by Funding 2 under the
terms of the Master Intercompany Loan Agreement shall be debited
to the Master Issuer Expenses Ledger.
11. MASTER ISSUER NOTE LEDGER
The Master Issuer Cash Manager shall ensure that:
The following amounts shall be debited on a sub-ledger to the Master
Issuer Note Ledger in respect of a Series and Class of Notes:
(a) all interest (not including principal), if any, paid by the
Master Issuer in respect of such Series and Class of Notes under
the terms and conditions of such Series and Class of Notes; and
(b) all amounts of principal, if any, paid by the Master Issuer in
respect of such Series and Class of Notes under the terms and
conditions of such Series and Class of Notes.
The following amounts shall be credited on such sub-ledger to the Master
Issuer Note Ledger in respect of a Series and Class of Notes.
(a) the initial Principal Amount Outstanding of such Series and
Class of Notes; and
(b) all interest accrued in respect of such Series and Class of
Notes under the terms and conditions of such Series and Class of
Notes.
26
SCHEDULE 3
FORM OF MASTER ISSUER QUARTERLY REPORT
PERMANENT MASTER ISSUER PLC
NOTES OUTSTANDING
PERIOD ENDED
ISSUE 200[*] NOTES
SERIES [*] SERIES [*] SERIES [*] SERIES [*]
CLASS A CLASS A CLASS A CLASS A
Xxxxx'x Current Rating Aaa [Aaa Aaa Aaa
Fitch Current Rating AAA AAA AAA AAA
S&P Current Rating AAA AAA AAA AAA
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note Principal
Note Interest Margins
Step Up Dates
Step Up Margins
Interest Payment Cycle
Interest Payment Date
Next Interest Payment Date
SERIES [*] SERIES [*] SERIES [*] SERIES [*]
CLASS B CLASS B CLASS B CLASS B
Xxxxx'x Current Rating Aa3 Aa3 Aa3 Aa3
Fitch Current Rating AA AA AA AA
S&P Current Rating AA AA AA AA
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note Principal
Note Interest Margins
Step Up Dates
Step Up Margins
Interest Payment Cycle
Interest Payment Date
Next Interest Payment Date
SERIES [*] SERIES [*] SERIES [*] SERIES [*]
CLASS M CLASS M CLASS M CLASS M
Xxxxx'x Current Rating A2 A2 A2 A2
Fitch Current Rating A A A A
S&P Current Rating A A A A
Initial Note Balance
Previous Quarters Note Principal
Note Redemptions
Outstanding Note Principal
Note Interest Margins
Step Up Dates
Step Up Margins
27
Interest Payment Cycle
Interest Payment Date
Next Interest Payment Date
SERIES [*] SERIES [*] SERIES [*] SERIES [*]
CLASS C CLASS C CLASS C CLASS C
Xxxxx'x Current Rating Xxx0 Xxx0 Xxx0 Xxx0
Fitch Current Rating BBB BBB BBB BBB
S&P Current Rating BBB BBB BBB BBB
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note Principal
Note Interest Margins
Step Up Dates
Step Up Margins
Interest Payment Cycle
Interest Payment Date
Next Interest Payment Date
SERIES [*] SERIES [*] SERIES [*] SERIES [*]
CLASS D CLASS D CLASS D CLASS X
Xxxxx'x Current Rating Ba2 Ba2 Ba2 Ba2
Fitch Current Rating XX XX XX XX
S&P Current Rating BB BB BB BB
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note Principal
Note Interest Margins
Step Up Dates
Step Up Margins
Interest Payment Cycle
Interest Payment Date
Next Interest Payment Date
28
SIGNATORIES
MASTER ISSUER CASH MANAGER
SIGNED by ) /s/ Xxx Xxxxxxx
for and on behalf of ) /s/ Xxxxxxx Takk
HALIFAX PLC in the presence of: )
Witness's signature:
Name:
Address:
MASTER ISSUER
SIGNED by ) /s/ Xxxxxxx Xxxxxxx
for and on behalf of )
PERMANENT MASTER ISSUER PLC )
in the presence of: )
Witness's signature:
Name:
Address:
MASTER ISSUER SECURITY TRUSTEE
SIGNED by ) /s/ Xxxx Xxxxxxx
for and on behalf of )
THE BANK OF NEW YORK )
29
