DRAFT
Exhibit 4.8
AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT
DATED[*], 2005
ABBEY NATIONAL PLC
AND
XXXXXX TRUSTEES LIMITED
AND
XXXXXX FUNDING LIMITED
AND
JPMORGAN CHASE BANK, N.A., LONDON XXXXXX
XXXXX & XXXXX
XXXXX & XXXXX LLP
LONDON
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation.........................................2
2. Appointment of Cash Manager............................................2
3. The Services...........................................................3
4. Payments, Accounts, Ledgers............................................4
5 Early Repayment Fees...................................................8
6. Swaps..................................................................8
7. No Liability...........................................................9
8. Costs and Expenses.....................................................9
9. Information............................................................9
10. Remuneration..........................................................11
11. Covenants of Cash Manager.............................................11
12. Services Non-Exclusive................................................12
13. Termination...........................................................12
14. Further Assurance.....................................................15
15. Miscellaneous.........................................................15
16. Confidentiality.......................................................16
17. Notices...............................................................17
18. Variation and Waiver..................................................18
19. No Partnership........................................................18
20. Assignment............................................................18
21. New Intercompany Loan Agreements......................................18
22. Exclusion of Third Party Rights.......................................18
23. Counterparts..........................................................18
24. Governing Law.........................................................18
SCHEDULE
1. The Cash Management Services..........................................20
2. Cash Management and Maintenance of Ledgers............................22
3. Form of Mortgages Trustee Quarterly Report............................30
4. Form of funding Quarterly Report......................................32
Signatories..................................................................44
THIS AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT is made on [*], 2005
BETWEEN:
(1) ABBEY NATIONAL PLC, a public limited company incorporated under the laws
of England and Wales whose registered office is at Xxxxx Xxxxx, Xxxxx
Xxxxxx, Xxxxxx XX0 0XX in its capacity as cash manager (the CASH
MANAGER, which expression shall include such other person as may from
time to time be appointed as cash manager pursuant to this Agreement);
(2) ABBEY NATIONAL PLC, a public limited company incorporated under the laws
of England and Wales whose registered office is at Xxxxx Xxxxx, Xxxxx
Xxxxxx, Xxxxxx XX0 0XX in its capacity as Seller of the Loans (the
SELLER);
(3) XXXXXX TRUSTEES LIMITED (registered number 3982431), a private limited
company incorporated under the laws of England and Wales whose
registered office is at Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxx XX0 0XX (the
MORTGAGES TRUSTEE);
(4) XXXXXX FUNDING LIMITED (registered number 3982428), a private limited
company incorporated under the laws of England and Wales whose
registered office is Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxx XX0 0XX (FUNDING
and, together with the Seller, the BENEFICIARIES); and
(5) JPMORGAN CHASE BANK, N.A., LONDON BRANCH whose principal office is at
Xxxxxxx Xxxxx, 0 Xxxxxx Xxxx Xxxxxx, Xxxxxx X0X 0XX in its capacity as
trustee (the SECURITY TRUSTEE which expression shall include such
company and all other persons or companies for the time being acting as
the trustee or trustees under the Funding Deed of Charge, the First
Issuer Deed of Charge and the Trust Deed).
WHEREAS:
(A) On the Initial Closing Date the First Issuer issued the First Issuer
Notes constituted by the First Issuer Trust Deed. From the proceeds of
the issue of those First Issuer Notes, the First Issuer made a loan to
Funding pursuant to the terms of the First Issuer Intercompany Loan
Agreement. From the proceeds of that loan, Funding paid the Initial
Consideration to the Seller as consideration in part for the assignment
by the Seller to the Mortgages Trustee of the Initial Portfolio pursuant
to the Mortgage Sale Agreement.
(B) The Cash Manager agreed to provide Cash Management Services to the
Mortgages Trustee, Funding and the Security Trustee on the terms and
subject to the conditions contained in the Cash Management Agreement
dated 26th July, 2000 (as supplemented, amended and restated by this
Agreement and from time to time, the CASH MANAGEMENT AGREEMENT).
(C) On 29th November, 2000 the parties to the Cash Management Agreement
agreed to amend the terms of the Cash Management Agreement as set out in
an Amendment Agreement to the Cash Management Agreement of the same
date.
(D) On 26th March, 2003 the parties to the Cash Management Agreement agreed
to amend the terms of the Cash Management as set out in a Second
Amendment Agreement to the Cash Management Agreement of the same date.
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(E) On 1st April, 2004 the parties to the Cash Management Agreement agreed
to amend the terms of the Cash Management Agreement as set out in a
Third Amendment Agreement to the Cash Management Agreement of the same
date.
(F) The parties to the Cash Management Agreement have agreed to amend and
restate the terms of the Cash Management Agreement as set out herein.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 The Master Definitions Schedule signed for the purposes of
identification by Xxxxx & Overy LLP and Xxxxxxxxx and May on [*], 2005
(as the same may be amended, varied or supplemented from time to time
with the consent of the parties hereto) is expressly and specifically
incorporated into this Agreement and, accordingly, the expressions
defined in the Master Definitions Schedule (as so amended, varied or
supplemented) 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 Schedule.
1.2 Any reference in this Agreement to any discretion, power, right, duty or
obligation on the part of the Mortgages Trustee shall be as exercised by
the Mortgages Trustee subject in each case to the provisions of Clause
13.2 of the Mortgages Trust Deed.
1.3 This Agreement amends and restates the Cash Management Agreement made on
26th July, 2000 between the parties hereto as amended on 29th November,
2002; 26th March, 2003 and 1st April, 2004 (the PRINCIPAL AGREEMENT). As
of the date of this Agreement, any future rights or obligations
(excluding such obligations accrued to the date of this Agreement) of a
party under the Principal Agreement shall be extinguished and shall
instead be governed by this Agreement.
2. APPOINTMENT OF CASH MANAGER
2.1 APPOINTMENT
Until termination pursuant to Clause 13, the Mortgages Trustee, Funding
and the Security Trustee (according to their respective estates and
interests) each hereby appoints the Cash Manager as its lawful agent to
provide the Cash Management Services set out in this Agreement,
including in relation to:
(a) the Mortgages Trust; and
(b) Funding,
and the Cash Manager in each case hereby accepts such appointment on the
terms and subject to the conditions of this Agreement.
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 herein shall be construed so as to give the Cash
Manager any powers, rights, authorities, directions or obligations other
than as specified in this Agreement or any of the other Transaction
Documents.
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2.3 APPOINTMENT CONDITIONAL UPON ISSUANCE OF FIRST ISSUER NOTES
The appointment pursuant to Clause 2.1 is conditional upon the issue of
the First Issuer Notes and the making of the First Issuer Term Advances
under the First Issuer Intercompany Loan Agreement 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 issue of the First
Issuer Notes by the First Issuer has not occurred by 26th July, 2000, or
such later date as the First Issuer and the Lead Manager may agree this
Agreement shall cease to be of further effect.
3. THE SERVICES
3.1 GENERAL
The Cash Manager shall provide the services set out in this Agreement
(including, without limitation, the Schedules) (the CASH MANAGEMENT
SERVICES).
3.2 APPROVALS AND AUTHORISATIONS
The Cash Manager shall maintain, or procure the maintenance of, the
approvals, authorisations, consents and licences required in connection
with the respective businesses of the Mortgages Trustee and Funding and
shall prepare and submit, or procure the preparation and submission of,
on behalf of the Mortgages Trustee and Funding, all necessary
applications and requests for any further approvals, authorisations,
consents or licences which may be required in connection with the
respective businesses of the Mortgages Trustee and Funding and shall, so
far as it reasonably can do so, perform the 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 Cash Management Services shall include procuring (so far as the Cash
Manager, using its reasonable endeavours, is able so to do) compliance
by the Mortgages Trustee and Funding with all applicable legal
requirements and with the terms of the Transaction Documents to which
each of the Mortgages Trustee and/or Funding is a party, PROVIDED ALWAYS
THAT the Cash Manager shall not lend or provide any sum to the Mortgages
Trustee or Funding (other than as expressly contemplated by the
Transaction Documents) and the Cash Manager shall have no liability
whatsoever to the Mortgages Trustee, Funding, the Security Trustee or
any other person for any failure by the Mortgages Trustee or Funding to
make any payment due by any of them under any of the Transaction
Documents (other than to the extent arising from (i) the Cash Manager
failing to make a payment in its capacity as Servicer, Mortgages Trustee
GIC Provider, Funding GIC Provider, Funding Swap Provider or Account
Bank or in any other capacity under the Transaction Documents, or (ii)
the Cash Manager failing to perform any of its obligations under any of
the Transaction Documents).
3.4 LIABILITY OF CASH MANAGER
(a) The Cash Manager shall indemnify each of the Mortgages Trustee, Funding
and the Security Trustee on demand on an after Tax basis for any loss,
liability, claim, expense or damage suffered or incurred by any of them
in respect of the negligence, bad faith or wilful default of the Cash
Manager in carrying out its functions as Cash Manager under this
Agreement or under the other Transaction Documents or as a result of a
breach by the Cash Manager of the terms and provisions of this Agreement
or such other Transaction Documents to which the 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 Cash Manager shall not be liable in
respect of any loss, liability, claim, expense or damage suffered or
incurred by the Mortgages Trustee, Funding, or the Security Trustee
and/or any other person as a result of the proper performance of the
Cash Management Services by the Cash Manager save to the extent that
such loss, liability, claim, expense or damage is suffered or incurred
as a result of any negligence, bad faith or wilful default of the Cash
Manager or as a result of a breach by the Cash Manager of the terms and
provisions of this Agreement or any of the other Transaction Documents
to which the Cash Manager is a party (in its capacity as such) in
relation to such functions.
4. PAYMENTS, ACCOUNTS, LEDGERS
4.1 BANK ACCOUNTS
(a) The Cash Manager hereby confirms that the Mortgages Trustee GIC Account
has been established on or before the date hereof pursuant to the Bank
Account Agreement and the Mortgages Trustee Guaranteed Investment
Contract and that the Mortgages Trustee GIC Account Mandate in the
agreed form will apply thereto at the Initial Closing Date. The Cash
Manager undertakes (to the extent to which the same is within its
control) that at the Initial Closing Date the Mortgages Trustee GIC
Account will be operative and that the Cash Manager will not create or
permit to subsist any Security Interest in relation to the Mortgages
Trustee GIC Account (but without prejudice to the Mortgages Trust).
(b) The Cash Manager hereby confirms that the Funding GIC Account has been
established on or before the date hereof pursuant to the Bank Account
Agreement and the Funding Guaranteed Investment Contract and that the
Funding GIC Account Mandate in the agreed form will apply thereto at the
Initial Closing Date. The Cash Manager undertakes (to the extent to
which the same is within its control) that at the Initial Closing Date
the Funding GIC Account will be operative and that the Cash Manager will
not knowingly create or permit to subsist any Security Interest in
relation to the Funding GIC Account other than as created under or
permitted pursuant to the Funding Deed of Charge.
(c) The Cash Manager hereby confirms that the Funding Transaction Account
has been established on or before the date hereof and that the Funding
Transaction Account Mandate in the agreed form will apply thereto at the
Initial Closing Date. The Cash Manager undertakes (to the extent to
which the same is within its control) that at the Initial Closing Date
the Funding Transaction Account will be operative and that the Cash
Manager will not knowingly create or permit to subsist any Security
Interest in relation to the Funding Transaction Account other than as
created under or permitted pursuant to the Funding Deed of Charge.
4.2 MORTGAGES TRUSTEE LEDGERS
(a) The Cash Manager shall open and maintain in the books of the Mortgages
Trustee certain ledgers to be known as the Revenue Ledger and the
Principal Ledger which shall together reflect the aggregate of all
amounts of cash standing to the credit of the Mortgages Trustee GIC
Account and of the Alternative Accounts from time to time.
(b) The Cash Manager shall also open and maintain in the books of the
Mortgages Trustee certain ledgers to be known as the Losses Ledger and
the Funding Share/Seller Share Ledger.
(c) The Cash Manager shall make credits and debits to the Mortgages Trustee
Ledgers in the manner described in paragraphs 9, 10, 11, 12 and 13 of
Schedule 2.
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4.3 FUNDING LEDGERS
(a) The Cash Manager shall open and maintain in the books of Funding certain
ledgers to be known as the Funding Revenue Ledger, the Funding Principal
Ledger, the First Reserve Ledger, the Second Reserve Ledger, the Funding
Liquidity Reserve Ledger, the Funding Reserve Ledger, the Cash
Accumulation Ledger and the Cash Accumulation Sub-Ledger which shall
together reflect the aggregate of all amounts of cash standing to the
credit of the Funding GIC Account and the Funding Transaction Account
and all amounts invested in Authorised Investments purchased from
amounts standing to the credit of the Funding GIC Account and the
Funding Transaction Account from time to time.
(b) On the Interest Payment Date following a Funding Liquidity Reserve Fund
Relevant Event, the Cash Manager shall open and maintain in the books of
Funding a further ledger, to be known as the Funding Liquidity Reserve
Ledger
(c) The Cash Manager shall also open and maintain in the books of Funding
certain ledgers to be known as (i) the Principal Deficiency Ledger,
which shall comprise, on the Initial Closing Date, three sub-ledgers to
be known as the AAA Principal Deficiency Sub Ledger, the AA Principal
Deficiency Sub Ledger and the BBB Principal Deficiency Sub Ledger and
(ii) the Intercompany Loan Ledger. If Funding enters into New
Intercompany Loan Agreements and the New Term Advances advanced
thereunder have different Term Advance Ratings to the Term Advance
Ratings assigned to the existing Term Advances (including the First
Issuer Term Advances), then the Cash Manager shall establish new
sub-ledgers in respect of the Principal Deficiency Ledger, which shall
correspond to the Term Advance Ratings assigned to each such New Term
Advance.
(d) The Cash Manager shall make credits and debits to the Funding Ledgers in
accordance with the provisions of paragraphs 9, 10, 14, 15, 16, 17, 18
and 19 of Schedule 2.
4.4 BANK ACCOUNTS
(a) The Cash Manager shall procure that so far as it may be able in relation
to all Loans comprised in the Portfolio, the following amounts are paid
into the Mortgages Trustee GIC Account:
(i) all Monthly Payments, other interest received under and in
respect of the Loans and any costs or other amounts received
under the Loans (including in any such case amounts recovered on
enforcement of rights against any Borrower or guarantor of the
Borrower, any Property or any of the Borrower's or guarantor's
other property or assets);
(ii) all final releases and all repayments or prepayments of
principal under the Loans;
(iii) any amount received by or on behalf of the Mortgages Trustee
pursuant to any Abbey Insurance Policy or the Buildings
Policies; and
(iv) any other amounts whatsoever received by or on behalf of the
Mortgages Trustee after the Initial Closing Date,
and the Cash Manager shall procure that all interest earned on the
Mortgages Trustee GIC Account is credited to such account.
(b) The Cash Manager shall procure that the following amounts are paid into
the Funding GIC Account:
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(i) all Funding Revenue Receipts;
(ii) all Funding Principal Receipts;
(iii) all amounts received by Funding pursuant to the Funding Swap
Agreement (other than any amounts of collateral required to be
posted by the Funding Swap Provider which shall be paid into an
account established in the name of Funding for such purpose);
and
(iv) any other amounts whatsoever received by or on behalf of Funding
after the Initial Closing Date,
and the Cash Manager shall procure that all interest earned on the
Funding Bank Accounts and all investment proceeds from Authorised
Investments purchased from amounts standing to the credit of the Funding
GIC Account are credited to such account except that any interest earned
on any account into which any collateral under the Funding Swap
Agreement or any investment proceeds from Authorised Investments in
which such collateral is invested shall be paid into the account
established by Funding into which any collateral under the Funding Swap
Agreement is paid.
(c) The Cash Manager shall procure that all transfers and withdrawals of
amounts standing to the credit of the Funding Transaction Account and
the Funding GIC Account shall be made in accordance with the provisions
of the Funding Deed of Charge.
(d) Each of the payments into the Mortgages Trustee GIC Account and the
Funding GIC Account referred to in Clauses 4.4(a), (b) and (c) shall be
made forthwith upon receipt by the Mortgages Trustee, Funding or the
Cash Manager, as the case may be, of the amount in question.
(e) For the avoidance of doubt, as soon as reasonably practicable after
becoming aware of the same, the Cash Manager may, and shall, withdraw
Cash from, as the case may be, the Mortgages Trustee GIC Account, the
Funding Transaction Account or the Funding GIC 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.
(f) The Cash Manager shall promptly notify each of the Mortgages Trustee,
Funding and the Security Trustee of any additional account which
supplements or replaces any account specifically referred to in the
definitions of the "Mortgages Trustee GIC Account", the "Funding
Transaction Account" or the "Funding GIC Account" in the Master
Definitions Schedule.
(g) Each of the Cash Manager, the Mortgages Trustee and Funding undertakes
that, so far as it is able to procure the same, the Mortgages Trustee
GIC Account, the Funding Transaction Account and the Funding GIC Account
and all instructions and Mandates in relation thereto will continue to
be operative and will not, save as provided in Clause 4.6 below or as
permitted pursuant to the Bank Account Agreement, be changed without the
prior written consent of the Security Trustee (such consent not to be
unreasonably withheld or delayed). For the avoidance of doubt, the Cash
Manager may change the Authorised Signatories in respect of any
instructions or Mandates relating to Funding and/or the Mortgages
Trustee, without the prior written consent of the Security Trustee, in
accordance with Clause 4.2 of the Bank Account Agreement.
(h) The Cash Manager and Funding agree that the Cash Manager shall procure
that the second tranche of [POUND]6,000,000 referred to in Clause 2(b)
of the Start-up Loan Agreement shall be
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credited to the Funding GIC Account promptly upon receipt of such
tranche by Funding, and the Reserve Ledger shall record such credit
amount.
(i) The Cash Manager and Funding agree that the Cash Manager shall procure
that (i) the First Reserve Tranche of the Second Start-Up Loan Agreement
and (ii) the First Reserve Tranche (if any) of any New Start-Up Loan
Agreement shall be credited to the Funding GIC Account promptly upon
receipt of such amounts by Funding and the First Reserve Ledger shall
record such credit.
4.5 WITHDRAWALS
The Cash Manager may make withdrawals:
(a) on behalf of the Mortgages Trustee from the Mortgages Trustee
GIC Account; and
(b) on behalf of Funding from the Funding GIC Account, but only:
(i) with the prior consent of the Security Trustee following
receipt of a request for withdrawal in writing from the
Cash Manager on behalf of Funding; and
(ii) until receipt of an Intercompany Loan Enforcement Notice
served by the Security Trustee on Funding (with a copy to
the Cash Manager and the Mortgages Trustee); and
(c) on behalf of Funding from the Funding Transaction Account, but
only until receipt of an Intercompany Loan Enforcement Notice
served by the Security Trustee on Funding (with a copy to the
Cash Manager and the Mortgages Trustee),
respectively as permitted by this Agreement, the Mortgages Trust Deed,
the Bank Account Agreement, the Mortgages Trustee Guaranteed Investment
Contract, the Funding Guaranteed Investment Contract and the Funding
Deed of Charge, but shall not in carrying out its functions as Cash
Manager under this Agreement otherwise make withdrawals from the
Mortgages Trustee GIC Account or the Funding Bank Accounts.
4.6 CASH MANAGEMENT
In administering the Mortgages Trustee GIC Account, the Funding
Transaction Account and the Funding GIC Account on behalf of the
Mortgages Trustee, Funding and the Security Trustee respectively, the
Cash Manager shall comply with the provisions of Schedule 2 prior to
receipt by the Cash Manager of a copy of any Intercompany Loan
Enforcement Notice served by the Security Trustee on Funding.
4.7 COLLATERAL POSTED UNDER THE FUNDING SWAP AGREEMENT
(a) Any and all amounts of collateral provided to Funding by the Funding
Swap Provider pursuant to the Funding Swap Agreement will be paid into
an account which will be established by Funding or otherwise invested by
the Cash Manager on behalf of Funding in Authorised Investments.
(b) For the avoidance of doubt, references in this Agreement to amounts
received from the Funding Swap Provider under the Funding Swap Agreement
will, save as provided below exclude any and all amounts of collateral
provided to Funding by the Funding Swap Provider.
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(c) Any and all amounts standing to the credit of the account established by
Funding into which any collateral under the Funding Swap Agreement is
paid shall not be available to the Cash Manager for application in
accordance with the relevant Funding Priority of Payments (but shall
instead be applied in accordance with the terms of the Funding Swap
Agreement) unless, and subject always to the terms of the Funding Deed
of Charge (securing such amounts in favour of the Security Trustee on
behalf of the Funding Secured Creditors), there is an early termination
of the Funding Swap Agreement and such funds are not going to be applied
by Funding in or towards the costs of entering into a replacement swap
agreement. Following such an early termination event, the value of the
relevant collateral will be applied against an amount equal to the
termination amount that would have been payable by the Funding Swap
Provider had such collateral not been provided and such funds will be
available to be treated as a termination payment under the relevant
Funding Swap Agreement and will be available for application by the Cash
Manager in accordance with the relevant Funding Post-Enforcement
Priority of Payments.
5. EARLY REPAYMENT FEES
The Cash Manager shall withdraw any Early Repayment Fees paid into the
Mortgages Trustee GIC Account and pay the same to the Seller, by
telegraphic transfer to such account as may be specified by the Seller
from time to time, promptly following a request for such withdrawal
being received from the Seller. For the avoidance of doubt, the Cash
Manager shall not record the receipt or withdrawal of Early Repayment
Fees in any of the ledgers maintained under this Agreement.
6. SWAPS
6.1 COMPUTATIONS UNDER FUNDING SWAPS
On each Distribution Date, the Cash Manager shall determine, in
accordance with the terms of the Funding Swap, in respect of the
relevant Distribution Period:
(a) the Average Fixed Rate Loan Balance, the Average Variable Rate
Loan Balance and the Average Tracker Loan Balance (each as
defined in the Funding Swap Agreement);
(b) the weighted average of the fixed rates of interest charged to
borrowers of Fixed Rate Loans;
(c) the Tracker Swap Rate; and
(d) the Variable Rate Swap SVR,
and shall notify Funding and the Security Trustee of such amounts,
balances and rates.
6.2 TERMINATION OF FUNDING SWAP
If on or prior to the date of the earlier of either (i) the reduction of
the aggregate principal amount outstanding of all Intercompany Loans to
zero or (ii) the service of an Intercompany Loan Enforcement Notice, the
Funding Swap is terminated, then the Cash Manager (on behalf of Funding
and the Security Trustee) shall purchase a new hedge against the
possible variance between (1) the Mortgages Trustee SVR payable on the
Variable Rate Loans, the fixed rates of interest payable on the Fixed
Rate Loans and the Tracker Swap Rate and (2) a LIBOR-based rate for
three-month sterling deposits, on terms acceptable to Funding and the
Rating Agencies with a new Funding swap provider whom the Rating
Agencies have previously
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confirmed in writing will not cause the then current rating of any Notes
to be downgraded. The Cash Manager may apply any early termination
payment received from the Funding Swap Provider pursuant to the Funding
Swap for such purpose.
7. NO LIABILITY
Save as otherwise provided in this Agreement, the Cash Manager shall
have no liability for the obligations of either the Mortgages Trustee,
Funding or the Security Trustee under any of the Transaction Documents
or otherwise and nothing herein shall constitute a guarantee, or similar
obligation, by the Cash Manager of either the Mortgages Trustee, Funding
or the Security Trustee in respect of any of them.
8. COSTS AND EXPENSES
8.1 Subject to and in accordance with the applicable Funding Priority of
Payments set out in the Funding Deed of Charge, Funding will on each
Interest Payment Date reimburse the 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 Cash Manager in
the performance of the Cash Management Services including any such
costs, expenses or charges not reimbursed to the Cash Manager on any
previous Interest Payment Date and the Cash Manager shall supply the
Mortgages Trustee or Funding with an appropriate VAT invoice issued by
the Cash Manager or, if the Cash Manager has treated the relevant cost,
expense or charge as a disbursement for VAT purposes, by the person
making the supply.
8.2 Unless and until otherwise agreed by Funding and the Security Trustee in
writing (notified to the Cash Manager), Funding shall be solely
responsible for reimbursing the Cash Manager for the out-of-pocket
costs, expenses and charges (together with any amounts in respect of
Irrecoverable VAT due thereon) referred to in Clause 8.1 above.
9. INFORMATION
9.1 USE OF I.T. SYSTEMS
(a) The Cash Manager represents and warrants that at the date hereof in
respect of the software which is to be used by the Cash Manager in
providing the Cash Management Services it has in place all necessary
licences and/or consents from the respective licensor or licensors (if
any) of such software.
(b) The Cash Manager undertakes that it shall for the duration of this
Agreement, use reasonable endeavours to:
(i) ensure that the licences and/or consents referred to in
paragraph (a) are maintained in full force and effect; and
(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 and/or to such person as the
Mortgages Trustee and Funding 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 Cash Manager shall use reasonable endeavours to maintain in working
order the information technology systems used by the Cash Manager in
providing the Cash Management Services.
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(d) The 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 and/or to such person as the Mortgages Trustee and
Funding 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.
9.2 BANK ACCOUNT STATEMENTS
The Cash Manager shall take all reasonable steps to ensure that it
receives:
(a) a monthly bank statement in relation to the Mortgages Trustee
GIC Account (and any additional or supplemental bank account of
the Mortgages Trustee) and that it furnishes a copy of such
statement to the Mortgages Trustee, each of the Beneficiaries
and the Security Trustee; and
(b) monthly bank statements in relation to each of the Funding
Transaction Account and the Funding GIC Account (and any
additional or supplemental bank account of the Funding Trustee)
and that it furnishes a copy of such statements to Funding and
the Security Trustee.
9.3 ACCESS TO BOOKS AND RECORDS
Subject to all applicable laws, the Cash Manager shall permit the
Auditors of the Mortgages Trustee and Funding and any other person
nominated by the Security Trustee or the Beneficiaries (to whom the 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 Cash Management Services provided by the Cash Manager
and related matters in accordance with this Agreement.
9.4 STATUTORY OBLIGATIONS
The Cash Manager will use its reasonable endeavours, on behalf of the
Mortgages Trustee and Funding, to prepare or procure the preparation of
and file all reports, annual returns, financial statements, statutory
forms and other returns which each of the Mortgages Trustee and Funding
is required by law to prepare and file. Subject to approval thereof by
the directors of the Mortgages Trustee or Funding (as appropriate), the
Cash Manager shall cause such accounts to be audited by the Auditors and
shall procure so far as it is able so to do that the Auditors shall make
a report thereon as required by law and copies of all such documents
shall be delivered to the Mortgages Trustee, the Security Trustee and
Funding (as appropriate) and the Rating Agencies as soon as practicable
after the end of each accounting reference period of the Mortgages
Trustee or Funding (as appropriate).
9.5 INFORMATION COVENANTS
(a) The Cash Manager shall provide the Mortgages Trustee, Funding,
the Security Trustee, the Seller and the Rating Agencies:
(i) quarterly with a report in, or substantially in, the form
set out in Schedule 3A in respect of the Mortgages
Trustee; and
(ii) quarterly with a report in, or substantially in, the form
set out in Schedule 3B in respect of Funding.
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(b) The Cash Manager shall provide, or procure the provision of, to
the Mortgages Trustee, Funding, the Security Trustee and the
Rating Agencies copies of any annual returns or financial
statements referred to in Clause 9.4 as soon as reasonably
practicable after the preparation thereof.
(c) The Cash Manager shall notify the Rating Agencies in writing of
the details of (i) any material amendment to the Transaction
Documents, (ii) the occurrence of an Intercompany Loan Event of
Default or Potential Intercompany Loan Event of Default and
(iii) any other information relating to the Cash Manager as the
Rating Agencies may reasonably request in connection with its
obligations under this Agreement, PROVIDED THAT the Security
Trustee shall not make such a request more than once every three
months unless, in the belief of the Security Trustee, an
Intercompany Loan Event of Default, a Note Event of Default or
Cash Manager Termination Event (as defined in Clause 13.1) shall
have occurred and is continuing or a Potential Intercompany Loan
Event of Default or a Potential Note Event of Default shall have
accrued and is continuing PROVIDED THAT such request does not
adversely interfere with the Cash Manager's day to day provision
of the Cash Management Services under the other terms of this
Agreement.
(d) The Cash Manager shall, at the request of the Security Trustee,
furnish the Security Trustee and the Rating Agencies with such
other information relating to its business and financial
condition as it may be reasonable for the Security Trustee to
request in connection with this Agreement, PROVIDED THAT such
request does not adversely interfere with the Cash Manager's day
to day provision of the Cash Management Services under the other
terms of this Agreement.
10. REMUNERATION
10.1 FEE PAYABLE
(a) Subject to paragraph (b) below, Funding shall pay to the Cash Manager
for its Cash Management Services hereunder a cash management fee which
shall be agreed in writing between Funding, the Security Trustee and the
Cash Manager from time to time.
(b) Unless and until otherwise agreed by Funding and the Security Trustee in
writing (notified to the Cash Manager), Funding shall be solely
responsible for paying the cash management fee to the Cash Manager which
is referred to in paragraph (a) above.
10.2 PAYMENT OF FEE
The cash management fee referred to in Clause 10.1 shall be paid to the
Cash Manager in arrear on each Interest Payment Date in the manner
contemplated by and in accordance with the provisions of the applicable
Funding Priority of Payments.
11. COVENANTS OF CASH MANAGER
11.1 COVENANTS
The Cash Manager hereby covenants with and undertakes to each of the
Mortgages Trustee, Funding and the Security Trustee that without
prejudice to any of its specific obligations hereunder:
(a) it will devote all due skill, care and diligence to the
performance of its obligations and the exercise of its
discretions hereunder;
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(b) it will comply with any proper directions, orders and
instructions which the Mortgages Trustee, Funding or the
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 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 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 Cash Management Services;
(d) save as otherwise agreed with the Mortgages Trustee, Funding and
the Security Trustee, it will provide free of charge to the
Mortgages Trustee and Funding during normal office hours office
space, facilities, equipment and staff sufficient to fulfil the
obligations of the Mortgages Trustee and Funding under this
Agreement;
(e) it will not knowingly fail to comply with any legal requirements
in the performance of the 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 Security
Trustee amend or terminate any of the Transaction Documents save
in accordance with their terms.
11.2 DURATION OF COVENANTS
The covenants of the Cash Manager in Clause 11.1 shall remain in force
until this Agreement is terminated but without prejudice to any right or
remedy of the Mortgages Trustee and/or Funding and/or the Security
Trustee arising from breach of any such covenant prior to the date of
termination of this Agreement.
12. SERVICES NON-EXCLUSIVE
Nothing in this Agreement shall prevent the 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
Mortgages Trustee, Funding or the Security Trustee.
13. TERMINATION
13.1 CASH MANAGER TERMINATION EVENTS
If any of the following events (CASH MANAGER TERMINATION EVENTS) shall
occur:
(a) default is made by the Cash Manager in the payment on the due
date of any payment due and payable by it under this Agreement
or in the performance of its obligations under Clauses 4.4 and
4.5 and such default continues unremedied for a period of three
London Business Days after the earlier of the Cash Manager
becoming aware of such default; or
(b) default is made by the Cash Manager in the performance or
observance of any of its other covenants and obligations under
this Agreement, which in the reasonable
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opinion of Funding and/or the Security Trustee is materially
prejudicial to the interests of the Funding Secured Creditors
and such default continues unremedied for a period of twenty
days after the earlier of the Cash Manager becoming aware of
such default and receipt by the Cash Manager of written notice
from the Security Trustee requiring the same to be remedied;
(c) an Insolvency Event occurs,
then Funding and/or the Security Trustee may at once or at any time
thereafter while such default continues by notice in writing to the Cash
Manager terminate its appointment as Cash Manager under this Agreement
with effect from a date (not earlier than the date of the notice)
specified in the notice.
13.2 RESIGNATION OF CASH MANAGER
The appointment of the Cash Manager under this Agreement may be
terminated upon the expiry of not less than 12 months' notice of
termination given by the Cash Manager to the Mortgages Trustee, Funding
and the Security Trustee PROVIDED THAT:
(a) the Mortgages Trustee, Funding and the 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 Mortgages Trustee, Funding and the Security
Trustee;
(d) the then substitute cash manager enters into an agreement
substantially on the same terms as the relevant provisions of
this Agreement and the Cash Manager shall not be released from
its obligations under the relevant provisions of this Agreement
until such substitute cash manager has entered into such new
agreement and the rights of the Mortgages Trustee and Funding
under such agreement are charged in favour of the Security
Trustee on terms satisfactory to the Security Trustee; and
(e) the then current ratings of the Notes are not adversely affected
as a result thereof, unless otherwise agreed by an Extraordinary
Resolution (as defined in the Trust Deeds of each Issuer) of the
holders of each class of the Notes of each Issuer.
13.3 EFFECT OF TERMINATION
(a) On and after termination of the appointment of the Cash Manager under
this Agreement pursuant to this Clause, all authority and power of the
Cash Manager under this Agreement shall be terminated and be of no
further effect and the Cash Manager shall not thereafter hold itself out
in any way as the agent of the Mortgages Trustee, Funding or the
Security Trustee pursuant to this Agreement.
(b) Upon termination of the appointment of the Cash Manager under this
Agreement pursuant to this Clause 13, the Cash Manager shall:
(i) forthwith deliver (and in the meantime hold on trust for, and to
the order of, the Mortgages Trustee, Funding or the Security
Trustee, as the case may be) to the Mortgages Trustee, Funding
or the Security Trustee, as the case may be or as it shall
direct, all books of account, papers, records, registers,
correspondence and documents
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in its possession or under its control relating to the affairs
of or belongings of the Mortgages Trustee, Funding or the
Security Trustee, as the case may be (if practicable, on the
date of receipt), any monies then held by the Cash Manager on
behalf of the Mortgages Trustee, Funding or, the Security
Trustee and any other assets of the Mortgages Trustee, Funding
and the Security Trustee;
(ii) take such further action as the Mortgages Trustee, Funding or
the Security Trustee, as the case may be, may reasonably direct
at the expense of the Mortgages Trustee, Funding or the Security
Trustee, as the case may be (including in relation to the
appointment of a substitute cash manager), provided that the
Mortgages Trustee or the Security Trustee, as the case may be,
shall not be required to take or direct to be taken such further
action unless it has been indemnified to its satisfaction (and
in the event of a conflict between the directors of Funding, the
Mortgages Trustee and the Security Trustee, the director of the
Security Trustee shall prevail);
(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 Mortgages Trustee,
Funding or the 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
Mortgages Trustee, Funding, or the Security Trustee or such
nominee, as the case may be.
13.4 NOTICE OF EVENT OF DEFAULT
The Cash Manager shall deliver to the Mortgages Trustee, Funding and the
Security Trustee as soon as reasonably practicable but in any event
within three London Business Days of becoming aware thereof a notice of
any Cash Manager Termination Event or any event which with the giving of
notice or expiry of any grace period or certification, as specified in
such Cash Manager Termination Event would constitute the same or any
Intercompany Loan Event of Default or any Potential Intercompany Loan
Event of Default. .
13.5 GENERAL PROVISIONS RELATING TO TERMINATION
(a) Termination of this Agreement or the appointment of the Cash Manager
under this Agreement shall be without prejudice to the liabilities of
the Mortgages Trustee, Funding and the Security Trustee to the Cash
Manager or vice versa incurred before the date of such termination. The
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 Mortgages
Trustee, Funding or the Security Trustee.
(b) This Agreement shall terminate automatically at such time as Funding has
no further interest in the Trust Property and the Intercompany Loans
have been fully repaid or Funding's obligations under the Intercompany
Loans have been otherwise discharged.
(c) On termination of the appointment of the Cash Manager under the
provisions of this Clause 13 the Cash Manager shall be entitled to
receive all fees and other monies accrued up to (but excluding) the date
of termination but shall not be entitled to any other or further
compensation. Such monies so receivable by the Cash Manager shall be
paid by Funding, on the dates on which they would otherwise have fallen
due hereunder and under the terms of the Funding Deed of Charge. For the
avoidance of doubt, such termination shall not affect the
14
Cash Manager's rights to receive payment of all amounts (if any) due to
it from Funding other than under this Agreement.
(d) Any provision of this Agreement which is stated to continue after
termination of the Agreement shall remain in full force and effect
notwithstanding termination.
14. FURTHER ASSURANCE
14.1 CO-OPERATION, ETC
The parties hereto 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.
14.2 POWERS OF ATTORNEY
Without prejudice to the generality of Clause 14.1, the Mortgages
Trustee, Funding and the Security Trustee shall upon request by the Cash
Manager forthwith give to the Cash Manager such further powers of
attorney or other written authorisations, mandates or instruments as are
necessary to enable the Cash Manager to perform the Cash Management
Services.
14.3 CHANGE OF SECURITY TRUSTEE
In the event that there is any change in the identity of the Security
Trustee or an additional Security Trustee is appointed in accordance
with the Funding Deed of Charge, as the case may be, the Cash Manager
shall execute such documents with any other parties to this Agreement
and take such actions as such new Security Trustee may reasonably
require for the purposes of vesting in such new Security Trustee the
rights of the Security Trustee under this Agreement and under the
Funding Deed of Charge and releasing the retiring Security Trustee from
further obligations thereunder and while any of the Notes of any Issuer
remains outstanding shall give notice thereof to the Rating Agencies.
14.4 NO OBLIGATION ON SECURITY TRUSTEE
Nothing herein contained shall impose any obligation or liability on the
Security Trustee to assume or perform any of the obligations of the
Mortgages Trustee, Funding or the Cash Manager hereunder or render it
liable for any breach thereof.
15. MISCELLANEOUS
15.1 NO SET-OFF
Each of the Seller and the Cash Manager agrees that it will not:
(a) set off or purport to set off any amount which either the
Mortgages Trustee or Funding 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 the Mortgages
Trustee GIC Account, the Funding Transaction Account or the
Funding GIC Account or any replacement or additional bank
account of either the Mortgages Trustee or Funding (including
any Alternative 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 the Mortgages Trustee GIC
15
Account, the Funding Transaction Account or the Funding GIC
Account or any replacement of additional bank account of either
the Mortgages Trustee or Funding (including any Alternative
Account).
15.2 NO PETITION
The Cash Manager agrees that for so long as any Notes of any Issuer are
outstanding it will not petition or commence proceedings for the
administration or winding up of the Mortgages Trustee, Funding or any
Issuer or participate in any ex parte proceedings with regard thereto.
15.3 NO RECOURSE
(a) In relation to all sums due and payable by the Mortgages Trustee or
Funding to the Cash Manager, the Cash Manager agrees that it shall have
recourse only to sums paid to or received by (or on behalf of) the
Mortgages Trustee or Funding pursuant to the provisions of the
Transaction Documents.
(b) For the avoidance of doubt, the Security Trustee shall not be liable to
pay any amounts due under Clauses 6 and 8, but without prejudice to the
obligations of the Mortgages Trustee or Funding, as the case may be, or
any receiver appointed pursuant to the Funding Deed of Charge in respect
of such amounts.
(c) Notwithstanding any other provisions of this Agreement, all obligations
to, and rights of, the Security Trustee under or in connection with this
Agreement (other than its obligations under Clause 14) shall
automatically terminate upon the discharge in full of the Funding
Secured Obligations, PROVIDED THAT this shall be without prejudice to
any claims in respect of such obligations and rights arising on or prior
to such date.
16. CONFIDENTIALITY
During the continuance of this Agreement or after its termination, each
of the Mortgages Trustee, the Cash Manager, the Seller, Funding and the
Security Trustee shall use its best endeavours not to disclose to any
person, firm or company whatsoever any information relating to the
business, finances or other matters of a confidential nature of any
other party hereto 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 16 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 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);
16
(e) to the extent that the recipient needs to disclose the same for
determining the existence of, or declaring, an Event of Default,
an Intercompany Loan Event of Default or a Cash Manager
Termination Event, the protection or enforcement of any of its
rights under any of the Transaction Documents or in connection
herewith or 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 First Issuer or any New
Issuer) to any credit rating agency or any prospective new cash
manager or prospective new security trustee.
17. 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 London
Business Day or on the next London Business Day if delivered thereafter
or on a day which is not a London 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 Cash Manager, to Abbey National plc, Xxxxx
Xxxxx, Xxxxx Xxxxxx, Xxxxxx XX0 0XX (facsimile number 020 7612
4422) for the attention of the Company Secretary with a copy to
Abbey National plc, c/o Abbey House (AAM 319), 000 Xxxxxxx Xxxx
Xxxx, Xxxxxx Xxxxxx XX0 0XX (facsimile number 01908 344 217) for
the attention of Securitisation Team, Risk Operations;
(b) in the case of the Mortgages Trustee, to Xxxxxx Trustees Limited
c/o Abbey House (AAM 319), 000 Xxxxxxx Xxxx Xxxx, Xxxxxx Xxxxxx
XX0 0XX (facsimile number 01908 344 217) for the attention of
Securitisation Team, Risk Operations;
(c) in the case of the Seller, to Abbey National plc, Xxxxx Xxxxx,
Xxxxx Xxxxxx, Xxxxxx XX0 0XX (facsimile number 020 7612 4422)
for the attention of the Company Secretary with a copy to Abbey
National plc, c/o Abbey House (AAM 319), 000 Xxxxxxx Xxxx Xxxx,
Xxxxxx Xxxxxx XX0 0XX (facsimile number 01908 344 217) for the
attention of Securitisation Team, Risk Operations;
(d) in the case of Funding, to Xxxxxx Funding Limited c/o Abbey
National plc, Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxx XX0 0XX
(facsimile number 020 7612 4422) for the attention of the
Company Secretary with a copy to Abbey National plc, c/o Abbey
House (AAM 319), 000 Xxxxxxx Xxxx Xxxx, Xxxxxx Xxxxxx XX0 0XX
(facsimile number 01908 344 217) for the attention of
Securitisation Team, Risk Operations; and
(e) in the case of the Security Trustee, to JPMorgan Chase Bank,
N.A., London Branch, Trinity Tower, 9 Xxxxxx Xxxx Xxxxxx, Xxxxxx
X0X 0XX for the attention of the Manager, Trust Administration,
(facsimile number 020 7777 5410),
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 17.
17
18. 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.
19. 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.
20. ASSIGNMENT
20.1 ASSIGNMENT BY THE MORTGAGES TRUSTEE AND FUNDING
Neither of the Mortgages Trustee nor Funding may assign or transfer any
of its respective rights and obligations under this Agreement without
the prior written consent of:
(a) in the case of the Mortgages Trustee, each of the Beneficiaries
and the Security Trustee; and
(b) in the case of Funding, each of the Security Trustee and the
Cash Manager,
except that Funding may assign its respective rights hereunder without
such consent pursuant to the Funding Deed of Charge.
20.2 NO ASSIGNMENT BY CASH MANAGER
The Cash Manager may not assign or transfer any of its rights and
obligations under this Agreement without the prior written consent of
the Mortgages Trustee, each of the Beneficiaries, Funding and the
Security Trustee.
21. NEW INTERCOMPANY LOAN AGREEMENTS
If Funding enters into a New Intercompany Loan Agreement, then the
Administrator, the Seller, Funding, the Security Trustee and the
Mortgages Trustee shall execute such documents and take such action as
may be reasonably required by the Security Trustee and the Rating
Agencies for the purpose of including the New First Issuer in the
Transaction Documents.
22. EXCLUSION OF THIRD PARTY RIGHTS
The parties to this Agreement do not intend that any term of this
Agreement should be enforced, by virtue of the Contracts (Rights of
Third Parties) Xxx 0000, by any person who is not a party to this
Agreement.
23. COUNTERPARTS
The Agreement may be executed manually or by facsimile, in one or more
counterparts.
24. GOVERNING LAW
This Agreement is governed by, and shall be construed in accordance
with, the laws of England.
18
IN WITNESS WHEREOF the parties have caused this Agreement to be executed the
day and year first before written.
19
SCHEDULE 1
THE CASH MANAGEMENT SERVICES
The Cash Manager shall:
(a) operate the Mortgages Trustee GIC Account, the Funding GIC Account and
the Funding Transaction Account and any account established by Funding
into which any collateral under the Funding Swap Agreement is paid and
ensure that payments are made into and from such accounts in accordance
with this Agreement, the Mortgages Trust Deed, the Funding Deed of
Charge, the Bank Account Agreement, the Mortgages Trustee Guaranteed
Investment Contract, the Funding Guaranteed Investment Contract and any
other applicable Transaction Document PROVIDED HOWEVER THAT nothing
herein shall require the Cash Manager to make funds available to the
Mortgages Trustee or Funding 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
VAT);
(c) assist the auditors of the Mortgages Trustee and Funding and provide
such information to them as they may reasonably request for the purpose
of carrying out their duties as auditors;
(d) make all filings, give all notices and make all registrations and other
notifications required in the day-to-day operation of the respective
businesses of the Mortgages Trustee and Funding or required to be given
by the Mortgages Trustee or Funding pursuant to the Transaction
Documents;
(e) arrange for all payments due to be made by the Mortgages Trustee and/or
Funding under any of the Transaction Documents, PROVIDED THAT such
monies are at the relevant time available to the Mortgages Trustee
and/or Funding and PROVIDED FURTHER that nothing herein shall constitute
a guarantee by the Cash Manager of all or any of the obligations of the
Mortgages Trustee or Funding under any of the Transaction Documents;
(f) without prejudice to the role of and in conjunction with the Corporate
Services Provider under the Corporate Services Agreement, keep general
books of account and records of the Mortgages Trustee and Funding;
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 Corporate
Services Provider under the Corporate Services Agreement, provide or
procure the provision of company secretarial and administration services
to the Mortgages Trustee and Funding 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 (including the
Securities and Exchange Commission), co-operate in the convening of
board and general meetings and provide registered office facilities;
(h) itself on behalf of the Mortgages Trustee and Funding, PROVIDED THAT
such monies are at the relevant time available to the Mortgages Trustee
and Funding, pay all the out-of-pocket expenses of the Mortgages Trustee
and Funding, incurred by the Cash Manager on behalf of the Mortgages
Trustee and Funding in the performance of the Cash Manager's duties
hereunder including without limitation:
20
(i) all Taxes which may be due or payable by the Mortgages Trustee
and Funding;
(ii) all registration, transfer, filing and other fees and other
charges payable in respect of the sale by the Seller of the
Portfolio to the Mortgages Trustee;
(iii) all necessary filing and other fees in compliance with
regulatory requirements;
(iv) all legal and audit fees and other professional advisory fees;
(v) all communication expenses including postage, courier and
telephone charges; and
(vi) all premiums payable by the Mortgages Trustee in respect of the
Insurance Policies.
(i) At the request of Funding (but also with the prior written consent of
the Security Trustee), the Cash Manager shall invest monies standing
from time to time to the credit of the Funding GIC Account and any and
all amounts standing to the credit of the account established by Funding
into which any collateral under the Funding Swap Agreement is paid in
Authorised Investments, subject to the following provisions:
(i) any such Authorised Investment shall be made in the joint names
of Funding and the Security Trustee; and
(ii) any costs properly and reasonably incurred in making and
changing Authorised Investments will be reimbursed to the Cash
Manager and the Security Trustee by Funding; and
(iii) all income or proceeds following the disposal or maturity of
Authorised Investments shall be credited to the Funding GIC
Account;
(iv) the Security Trustee and the Cash Manager shall not be
responsible (save where any loss results from the Security
Trustee's or the Cash Manager's own fraud, wilful default or
negligence or that of its 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.
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SCHEDULE 2
CASH MANAGEMENT AND MAINTENANCE OF LEDGERS
1. DETERMINATION
(a) Two London Business Days before each Distribution Date based on the
amount of monies standing to the credit of the Mortgages Trustee GIC
Account as at close of business on the preceding day, the Cash Manager
shall determine each of the following:
(i) the amount of Principal Receipts and Revenue Receipts received
during the preceding Distribution Period;
(ii) the amount of any Mortgages Trustee Available Revenue Receipts
received during the preceding Distribution Period; and
(iii) the amount of Mortgages Trustee Available Revenue Receipts and
Principal Receipts to be distributed to Funding and to the
Seller on that Distribution Date.
(b) Two London Business Days before each Distribution Date, the Cash Manager
shall determine each of the following:
(i) the amount of any Losses incurred on the Loans during the
preceding Distribution Period;
(ii) the Funding Share, the Seller Share, the Funding Share
Percentage and the Seller Share Percentage in accordance with
Clause 6 of the Mortgages Trust Deed; and
(iii) the Minimum Seller Share in accordance with Clause 7.2 of the
Mortgages Trust Deed.
(c) On each Intercompany Loan Determination Date the Cash Manager shall
determine each of the following:
(i) the amount of any Funding Available Revenue Receipts to be
applied on the following Interest Payment Date in accordance
with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Funding Available Principal Receipts to be
applied on the following Interest Payment Date in accordance
with Funding's Principal Priorities of Payments; and
(iii) the amount of any Funding Income Deficit.
(d) The Cash Manager shall make all the determinations referred to in
paragraphs 1(a) to (c) on the basis of the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on the Principal Deficiency Ledger will
not increase; and
22
(iii) such other assumptions (including without limitation as to the
amount of any payments or provisions to be made in accordance
with the applicable Funding Priority of Payments during the
period from and including the Intercompany Loan Determination
Date prior to each Interest Payment Date to and excluding such
Interest Payment Date) as the Cash Manager considers
appropriate.
The Cash Manager shall notify the Mortgages Trustee, Funding and the
Security Trustee on request of any such other assumptions and shall take
account of any representations made by the Mortgages Trustee, Funding
and the Trustee (as the case may be) in relation thereto.
(e) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to
be made by Funding and the Mortgages Trustee;
(ii) provide or procure the provision of company secretarial and
administration services to Funding and the Mortgages Trustee
including the keeping of all registers and the making of all
returns required by applicable law or by UK regulatory
authorities, co-operate in the convening of board and general
meetings and provide registered office facilities;
(iii) itself on behalf of Funding and the Mortgages Trustee, provided
that such moneys are at the relevant time available to Funding
and the Mortgages Trustee, pay all out-of-pocket expenses of
Funding and the Mortgages Trustee incurred in the performance of
the Cash Manager's duties hereunder including, without
limitation, all fees payable to the London Stock Exchange
Limited.
(f) The Cash Manager shall, if necessary, perform all currency conversions
free of charge, cost or expense at the relevant exchange rate (for the
purposes of any calculations referred to above, (i) all percentages
resulting from such calculations will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point (e.g. 9.876541%
being rounded down to 9.87654% and (ii) any currency amounts used in or
resulting from such calculations will be rounded in accordance with the
relevant market practice).
(g) Each determination made in accordance with this paragraph 1 shall (in
the absence of bad faith, wilful default, negligence and manifest error)
be final and binding on all persons.
2. NOTIFICATION OF DETERMINATIONS
(a) The Cash Manager will cause each determination of Principal Receipts,
Revenue Receipts, Losses, Mortgages Trustee Available Revenue Receipts,
the Funding Share and the Seller Share, the Funding Share Percentage,
the Seller Share Percentage and the Minimum Seller Share to be notified
forthwith to the Mortgages Trustee, the Beneficiaries and the Security
Trustee.
(b) The Cash Manager will cause each determination of the Funding Income
Deficit (if any) the Funding Available Principal Receipts and Funding
Available Revenue Receipts to be notified forthwith to Funding and the
Security Trustee.
3. PRIORITY OF PAYMENTS FOR MORTGAGES TRUSTEE AVAILABLE REVENUE RECEIPTS
The Cash Manager shall (unless the intended recipient of the relevant
payment agrees otherwise) on each Distribution Date withdraw Cash from
the Mortgages Trustee GIC Account and/or, in the case of sums to be
provided for, retain Cash in the amounts required
23
(to the extent that such withdrawal does not cause the Mortgages Trustee
GIC Account to become overdrawn or, if any amounts are retained by way
of provision for the relevant liability and are thus not withdrawn, to
the extent that withdrawal of those amounts that are withdrawn would
not, if such retained amounts were also to be withdrawn, cause the
balance on the Mortgages Trustee GIC Account to become overdrawn). The
aggregate amount of the withdrawal shall equal the Mortgages Trustee
Available Revenue Receipts on each Distribution Date. The withdrawal
shall be used to make the payments and provisions in the order of
priority set out in Clause 8.2 of the Mortgages Trust Deed (in each case
only if and to the extent that payments or provisions of a higher
priority have been made in full).
4. PRIORITY OF PAYMENTS FOR MORTGAGES TRUSTEE AVAILABLE PRINCIPAL RECEIPTS
The Cash Manager shall (unless the intended recipient of the relevant
payment agrees otherwise) on each Distribution Date, withdraw Cash from
the Mortgages Trustee GIC Account (to the extent only that such
withdrawal does not cause the Mortgages Trustee GIC Account to become
overdrawn) in an aggregate amount equal to the Mortgages Trustee
Available Principal Receipts on each Distribution Date to make the
payments in the order of priority set out in Clause 9 of the Mortgages
Trust Deed.
5. PRIORITY OF PAYMENTS FOR FUNDING AVAILABLE REVENUE RECEIPTS
Funding Available Revenue Receipts will be applied by the Cash Manager
on each Interest Payment Date until enforcement of the Funding Security
pursuant to the Funding Deed of Charge or until such time as there are
no amounts outstanding under any Intercompany Loan Agreement, in making
such payments and provisions in the order of priority set out in the
Funding Pre-Enforcement Revenue Priority of Payments (in each case only
if and to the extent that payments or provisions of a higher priority
have been made in full) as set out in Part I of Schedule 3 to the
Funding Deed of Charge (as the same may be amended, varied or restated
from time to time).
6. PRIORITY OF PAYMENTS FOR FUNDING AVAILABLE PRINCIPAL RECEIPTS
Funding Available Principal Receipts will be applied by the Cash Manager
on each Interest Payment Date until enforcement of the Funding Security
pursuant to the Funding Deed of Charge or until such time as there are
no amounts outstanding under any Intercompany Loan Agreement, in making
such payments and provisions in the order of priority (in each case only
if and to the extent that payments or provisions of a higher priority
have been made in full) set out in Part II of Schedule 3 to the Funding
Deed of Charge.
7. FUNDING INCOME DEFICIT
If the Cash Manager determines on an Intercompany Loan Determination
Date that there will be a Funding Income Deficit, then the Cash Manager,
on behalf of Funding, shall pay or provide for such Funding Income
Deficit by applying Funding Principal Receipts to make good such Funding
Income Deficit, and the Cash Manager shall make a corresponding entry in
the relevant Funding Ledgers as described in paragraphs 11 and 16 below.
8. OTHER PAYMENTS
Each of the Beneficiaries and the Cash Manager agrees, and the Mortgages
Trustee concurs, that (save as otherwise specified below) the following
payments may be made from the Mortgages Trustee GIC Account (to the
extent that withdrawal of those amounts would not cause the balance of
the Mortgages Trustee GIC Account to become overdrawn) on any date:
24
(i) if any amount has been received from a Borrower for the express
purpose of payment being made to a third party for the provision
of a service (including giving insurance cover) to either that
Borrower or the Seller or the Mortgages Trustee, to pay such
amount when due to such third party or, in the case of the
payment of an insurance premium, where such third party and the
Cash Manager have agreed that payment of commission should be
made by deduction from such insurance premium, to pay such
amount less such commissions when due to such third party and to
pay such commission to the Cash Manager and to pay any premiums
in respect of any Insurance Policy or other insurance policy
relating to any Loan comprised in the Portfolio;
(ii) to pay to any person (including the Cash Manager) any amounts
due arising from any overpayment by any person or arising from
any reimbursement by any person of any such overpayment
(including, for the avoidance of doubt, where arising from the
failure of a direct debit);
(iii) to pay when due (but subject to any right to refuse or withhold
payment or of set-off that has arisen by reason of the
Borrower's breach of the terms of the relevant Mortgage or Loan)
any amount payable to a Borrower under the terms of the Mortgage
or the Loan to which that Borrower is a party, and to pay when
due any amount payable by the Mortgages Trustee to the Seller
pursuant to Clauses 3.3, 4.4 and 5.2 of the Mortgage Sale
Agreement;
(iv) (iv)to pay to the Seller any amounts (including, for the
avoidance of doubt, any Early Repayment Fees) received and held
by the Mortgages Trustee on trust for the Seller pursuant to
Clause 5 of the Mortgage Sale Agreement;
(v) to pay when due and payable any amounts due and payable by the
Mortgages Trustee to third parties and incurred without breach
by the Mortgages Trustee of the Trust Deed and not provided for
payment elsewhere in this paragraph 8;
(vi) to refund any amounts due arising from the rejection of any
payments in respect of a Loan and any other amounts which have
not been received by the Mortgages Trustee as cleared funds; and
(vii) to refund to the Seller any amounts which represent amounts
received from Borrowers but which do not form part of the
Mortgage Account Balance or comprise unpaid interest as at the
Initial Closing Date and which are amounts owed by such
Borrowers in respect of any period prior to the Relevant Closing
Date as and when identified by the Cash Manager and if a
Borrower fails to pay the full amount that it owes, the Cash
Manager shall be obliged to refund to the Seller only such
portion of the amount which relates to any period prior to the
Relevant Closing Date.
9. USE OF LEDGERS
The Cash Manager shall forthwith record monies received or payments made
by it on behalf of the Mortgages Trustee or Funding in the ledgers in
the manner set out in this Agreement. If, at any time, the Cash Manager
is in any doubt as to which ledger a particular amount should be
credited or debited, it shall consult with the Security Trustee thereon.
Except in the case of the Principal Deficiency Ledger, a debit item
shall only be made in respect of any of the Mortgages Trustee Ledgers
and the Funding Ledgers and the corresponding payment or transfer (if
any) may only be made from the Mortgages Trustee GIC Account, the
Funding GIC Account or the Funding Transaction Account, as the case
25
may be, to the extent that such entry does not cause the relevant ledger
to have a debit balance. In the case of the Principal Deficiency Ledger
and each Principal Deficiency Sub Ledger, a credit item shall only be
made to the extent that such entry does not cause such ledger to have a
credit balance.
10. REVENUE LEDGER
The Cash Manager shall ensure that:
(a) the following amounts shall be credited to the Revenue Ledger:
(i) all Revenue Receipts; and
(ii) all interest received by the Mortgages Trustee on the
Mortgages Trustee GIC Account; and
(b) any payment or provision made under paragraph 3 above shall be
debited to the Revenue Ledger.
11. PRINCIPAL LEDGER
The Cash Manager shall ensure that:
(a) all Principal Receipts shall be credited to the Principal
Ledger; and
(b) any payment or provision made under paragraph 4 above shall be
debited to the Principal Ledger.
12. LOSSES LEDGER
The Cash Manager shall ensure that all Losses shall be recorded in the
Losses Ledger.
13. FUNDING SHARE/SELLER SHARE LEDGER
The Cash Manager shall ensure that the Current Funding Share and the
Current Funding Share Percentage of the Trust Property the Current
Seller Share and the Current Seller Share Percentage of the Trust
Property are recorded in the Funding Share/Seller Share Ledger on the
Initial Closing Date and thereafter on each Distribution Date.
14. FUNDING REVENUE LEDGER
The Cash Manager shall ensure that
(a) the following amounts shall be credited to the Funding Revenue
Ledger:
(i) all Funding Revenue Receipts;
(ii) all interest received by Funding in respect of the
Funding Bank Accounts;
(iii) all amounts received by Funding representing income on
any Funding Authorised Investments;
(iv) all amounts (other than any early termination payment
which is to be used to acquire, if necessary, a new swap)
received by Funding under the Funding Swap Agreement; and
26
(v) any amount debited to the Funding Principal Ledger under
paragraph 16(b)(ii); and
(b) any payment or provision made under paragraph 5 above shall be
debited to the Funding Revenue Ledger.
15. FUNDING PRINCIPAL LEDGER
Without prejudice to paragraph 17 below, the Cash Manager shall ensure
that:
(a) the following amounts shall be credited to the Funding Principal
Ledger:
(i) all Funding Principal Receipts; and
(ii) amounts credited to the Principal Deficiency Ledger under
paragraphs 5 and 17; and
(b) the following amounts shall be debited to the Funding Principal
Ledger:
(i) the aggregate amount of principal repaid on the
Intercompany Loan Agreement pursuant to paragraph 6
above; and
(ii) on each Interest Payment Date, an amount equal to the
Funding Income Deficit on such Interest Payment Date.
16. PRINCIPAL DEFICIENCY LEDGER
(a) Without prejudice to paragraph 5, the Cash Manager shall ensure
that there shall be debited to the Principal Deficiency Ledger:
(i) deficiencies arising from Losses which have been
allocated to the Funding Share; and
(ii) any amount required to be debited to the Funding
Principal Ledger under paragraph 16(b)(ii) above.
(b) The Cash Manager shall ensure that there shall be credited to
the Principal Deficiency Ledger any amount to be credited in
accordance with paragraph 5 above.
(c) Amounts to be debited to the Principal Deficiency Ledger shall
be debited in the following order:
(i) first, to the Principal Deficiency Sub Ledger
corresponding to the Term Advance with the lowest ranking
Term Advance Rating until the debit balance thereon is
equal to the then principal amount outstanding of the
corresponding Term Advance(s);
(ii) secondly, to the Principal Deficiency Sub Ledger
corresponding to the Term Advance with the next lowest
Term Advance Rating until the debit balance thereon is
equal to the then principal amount outstanding of
corresponding Term Advance(s); and
(iii) thirdly, to the Principal Deficiency Sub Ledger
corresponding to the Term Advance with the next lowest
Term Advance Rating,
27
and so on until amounts are debited to the AAA Principal
Deficiency Sub Ledger, at which point there will be an Asset
Trigger Event.
(d) Amounts to be credited to a Principal Deficiency Ledger shall be
credited in the following order:
(i) first, to the Principal Deficiency Sub Ledger
corresponding to the Term Advance with the highest
ranking Term Advance Rating until the debit balance
thereon is reduced to zero;
(ii) secondly, to the Principal Deficiency Sub Ledger
corresponding to the Term Advance with the next highest
ranking Term Advance Rating until the debit balance
thereon is reduced to zero; and
(iii) thirdly, to the Principal Deficiency Sub Ledger
corresponding to the Term Advance with the next highest
ranking Term Advance Rating until the debit balance
thereon is reduced to zero,
and so on until the balance of the Principal Deficiency Ledger
is zero.
17. RESERVE LEDGER
(a) On each Interest Payment Date, the Cash Manager shall determine
the First Reserve Fund Required Amount and the First Reserve
Fund Additional Required Amount.
(b) On each Interest Payment Date, the Cash Manager shall determine
the Second Reserve Fund Required Amount which shall apply for
the period from but excluding that Interest Payment Date to and
including the next following Interest Payment Date.
(c) A First Reserve Tranche (if any) drawn down on a relevant
Closing Date by Funding pursuant to a Start-Up Loan Agreement or
otherwise an amount withdrawn from the Funding Reserve Fund if
so agreed by Funding, the Seller and the Security Trustee will
be credited to the First Reserve Ledger.
(d) FIRST RESERVE TRANCHE for the purposes of this paragraph shall
mean a tranche drawn under a Start-Up Loan Agreement to be
applied to the credit of the First Reserve Ledger.
(e) Amounts shall be credited to the First Reserve Ledger, the
Second Reserve Ledger and the Funding Reserve Ledger in
accordance with the Funding Priority of Payments above.
(f) On each Interest Payment Date following a Funding Liquidity
Reserve Fund Relevant Event, the Cash Manager shall determine
the Funding Liquidity Reserve Required Amount which shall apply
for the period from but excluding that Interest Payment Date to
and including the next following Interest Payment Date.
(g) Amounts shall be debited to the First Reserve Ledger, the Second
Reserve Ledger, the Funding Reserve Ledger and the Funding
Liquidity Reserve Ledger on each Interest Payment Date in order
to be applied in accordance with the order of priority of
payments set out in Schedule 3 to the Funding Deed of Charge.
28
18. INTERCOMPANY LOAN LEDGER
The Cash Manager shall ensure that all payments of interest and
repayments of principal on each of the Term Advances are recorded in the
Intercompany Loan Ledger.
19. CASH ACCUMULATION LEDGER
The Cash Manager shall ensure that all Funding Principal Receipts
reserved by Funding to be set aside as Series 1 Term AAA Cash Amounts in
the Cash Accumulation Sub-Ledger of the relevant Issuer and/or to pay
the relevant Bullet Term Advances and/or, as applicable, the Scheduled
Amortisation Term Advances are recorded on the Cash Accumulation Ledger.
29
SCHEDULE 3
FORM OF MORTGAGES TRUSTEE QUARTERLY REPORT
XXXXXX TRUSTEES LTD
PROFIT & LOSS ACCOUNT
PERIOD ENDED
This Quarter Prior Quarter
[POUND] [POUND]
Interest Receivable - Mortgages
0 0
------------------------------------------
------------------------------------------
Interest Payable - Mortgages
0 0
------------------------------------------
Net Operating Income 0 0
------------------------------------------
Fees Receivable
Fees Payable
Operating Expenses
------------------------------------------
Profit/loss on ordinary activities
before tax 0 0
Taxation
------------------------------------------
Profit/loss on ordinary activities
after tax 0 0
Dividend 0 0
Retained profit brought forward 0 0
Retained profit for the year 0 0
==========================================
30
XXXXXX TRUSTEES LTD
BALANCE SHEET
PERIOD ENDED
[POUND] [POUND]
FIXED ASSET INVESTMENTS
CURRENT ASSETS 0
New Loans 0
Interest Receivable 0
Other debtors 0
Cash at Bank 0
-------------
-------------
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE
YEAR
Accruals 0
Interest Payable Accrual 0
Taxation 0
-------------
0
-------------
Net current assets 0
-------------
Total Assets less current liabilities 0
=============
Share Capital 0
Reserves 0
-------------
Diff 0
-------------
31
SCHEDULE 4
FORM OF FUNDING QUARTERLY REPORT
XXXXXX TRUSTEES LTD
PROFIT & LOSS ACCOUNT
PERIOD ENDED
This Quarter Prior Quarter
[POUND] [POUND]
Interest Receivable - Mortgages
Interest Receivable - Cash Deposits
----------------
0 0
Interest Payable - Intercompany Loan
Interest Payable
-------------------------------------
0 0
-------------------------------------
Net Operating Income 0 0
Other Income
Insurance Commission
Operating Expenses
Deferred Consideration
-------------------------------------
-------------------------------------
Profit/loss on ordinary activities
before tax 0 0
Taxation
-------------------------------------
Profit/loss on ordinary activities
after tax 0 0
Dividend 0 0
Retained profit brought forward 0 0
-------------------------------------
Operating Expenses 0 0
-------------------------------------
32
XXXXXX TRUSTEES LTD
BALANCE SHEET
PERIOD ENDED
[POUND] [POUND]
FIXED ASSET INVESTMENTS
Beneficial Interest in Mortgage portfolio -
CURRENT ASSETS 0
New Loans 0
Interest Receivable 0
Other debtors 0
Cash at Bank 0
Reserve Funding
Transaction Account 0
Funding GIC Account 0
-------------
0
-------------
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Accruals 0
Deferred Consideration Creditor 0
Interest Payable Accrual 0
Taxation 0
-------------
0
-------------
Net current assets 0
CREDITORS: AMOUNTS FALLING DUE AFTER ONE YEAR
Intercompany Loan 0
Start Up Loan 0
Total Assets less current liabilities 0
============
Share Capital 0
Reserves 0
------------
Diff 0
============
33
XXXXXX FUNDING LTD
FIRST ISSUER NOTES TO BALANCE SHEET
PERIOD ENDED
BALANCE ON CASH ACCUMULATION LEDGER 0
AVAILABLE CREDIT ENHANCEMENT
First Reserve Fund at closing
Last Quarter Closing First Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing First Reserve Fund Balance
Target First Reserve Fund
Second Reserve Fund at Closing
Last Quarter Closing Second Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Second Reserve Fund Balance
Target Second Reserve Fund
Funding Liquidity Reserve Fund at Closing
Last Quarter Closing Funding Liquidity Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Liquidity Reserve Fund Balance
Target Funding Liquidity Reserve Fund
Funding Reserve Fund at Closing
Last Quarter Closing Funding Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Reserve Fund Balance
Target Funding Reserve Fund
PRINCIPAL DEFICIENCY LEDGER AAA AA BBB
Opening PDL Balance 0 0 0
Losses this Quarter 0 0 0
PDL top up from Revenue Account 0 0 0
Closing PDL Balance 0 0 0
SUBORDINATED LOAN OUTSTANDING
Initial Balance
Last Quarter Closing Outstanding
Accrued Interest
Repayments Made
Closing Balance
34
XXXXXX FUNDING LTD
SECOND ISSUER NOTES TO BALANCE SHEET
PERIOD ENDED
BALANCE ON CASH ACCUMULATION LEDGER 0
AVAILABLE CREDIT ENHANCEMENT
First Reserve Fund at closing
Last Quarter Closing First Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing First Reserve Fund Balance
Target First Reserve Fund
Second Reserve Fund at Closing
Last Quarter Closing Second Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Second Reserve Fund Balance
Target Second Reserve Fund
Funding Liquidity Reserve Fund at Closing
Last Quarter Closing Funding Liquidity Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Liquidity Reserve Fund Balance
Target Funding Liquidity Reserve Fund
Funding Reserve Fund at Closing
Last Quarter Closing Funding Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Reserve Fund Balance
Target Funding Reserve Fund
PRINCIPAL DEFICIENCY LEDGER AAA AA BBB
Opening PDL Balance 0 0 0
Losses this Quarter 0 0 0
PDL top up from Revenue Account 0 0 0
Closing PDL Balance 0 0 0
SUBORDINATED LOAN OUTSTANDING
Initial Balance
Last Quarter Closing Outstanding
Accrued Interest
Repayments Made
Closing Balance
35
XXXXXX FUNDING LTD
THIRD ISSUER NOTES TO BALANCE SHEET
PERIOD ENDED
BALANCE ON CASH ACCUMULATION LEDGER 0
AVAILABLE CREDIT ENHANCEMENT
First Reserve Fund at closing
Last Quarter Closing First Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing First Reserve Fund Balance
Target First Reserve Fund
Second Reserve Fund at Closing
Last Quarter Closing Second Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Second Reserve Fund Balance
Target Second Reserve Fund
Funding Liquidity Reserve Fund at Closing
Last Quarter Closing Funding Liquidity Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Liquidity Reserve Fund Balance
Target Funding Liquidity Reserve Fund
Funding Reserve Fund at Closing
Last Quarter Closing Funding Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Reserve Fund Balance
Target Funding Reserve Fund
PRINCIPAL DEFICIENCY LEDGER AAA AA BBB
Opening PDL Balance 0 0 0
Losses this Quarter 0 0 0
PDL top up from Revenue Account 0 0 0
Closing PDL Balance 0 0 0
SUBORDINATED LOAN OUTSTANDING
Initial Balance
Last Quarter Closing Outstanding
Accrued Interest
Repayments Made
Closing Balance
36
XXXXXX FUNDING LTD
FOURTH ISSUER NOTES TO BALANCE SHEET
PERIOD ENDED
BALANCE ON CASH ACCUMULATION LEDGER 0
AVAILABLE CREDIT ENHANCEMENT
First Reserve Fund at closing
Last Quarter Closing First Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing First Reserve Fund Balance
Target First Reserve Fund
Second Reserve Fund at Closing
Last Quarter Closing Second Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Second Reserve Fund Balance
Target Second Reserve Fund
Funding Liquidity Reserve Fund at Closing
Last Quarter Closing Funding Liquidity Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Liquidity Reserve Fund Balance
Target Funding Liquidity Reserve Fund
Funding Reserve Fund at Closing
Last Quarter Closing Funding Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Reserve Fund Balance
Target Funding Reserve Fund
PRINCIPAL DEFICIENCY LEDGER AAA AA BBB
Opening PDL Balance 0 0 0
Losses this Quarter 0 0 0
PDL top up from Revenue Account 0 0 0
Closing PDL Balance 0 0 0
SUBORDINATED LOAN OUTSTANDING
Initial Balance
Last Quarter Closing Outstanding
Accrued Interest
Repayments Made
Closing Balance
37
XXXXXX FUNDING LTD
FIFTH ISSUER NOTES TO BALANCE SHEET
PERIOD ENDED
BALANCE ON CASH ACCUMULATION LEDGER 0
AVAILABLE CREDIT ENHANCEMENT
First Reserve Fund at closing
Last Quarter Closing First Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing First Reserve Fund Balance
Target First Reserve Fund
Second Reserve Fund at Closing
Last Quarter Closing Second Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Second Reserve Fund Balance
Target Second Reserve Fund
Funding Liquidity Reserve Fund at Closing
Last Quarter Closing Funding Liquidity Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Liquidity Reserve Fund Balance
Target Funding Liquidity Reserve Fund
Funding Reserve Fund at Closing
Last Quarter Closing Funding Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Reserve Fund Balance
Target Funding Reserve Fund
PRINCIPAL DEFICIENCY LEDGER AAA AA BBB
Opening PDL Balance 0 0 0
Losses this Quarter 0 0 0
PDL top up from Revenue Account 0 0 0
Closing PDL Balance 0 0 0
SUBORDINATED LOAN OUTSTANDING
Initial Balance
Last Quarter Closing Outstanding
Accrued Interest
Repayments Made
Closing Balance
38
XXXXXX FUNDING LTD
SIXTH ISSUER NOTES TO BALANCE SHEET
PERIOD ENDED
BALANCE ON CASH ACCUMULATION LEDGER 0
AVAILABLE CREDIT ENHANCEMENT
First Reserve Fund at closing
Last Quarter Closing First Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing First Reserve Fund Balance
Target First Reserve Fund
Second Reserve Fund at Closing
Last Quarter Closing Second Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Second Reserve Fund Balance
Target Second Reserve Fund
Funding Liquidity Reserve Fund at Closing
Last Quarter Closing Funding Liquidity Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Liquidity Reserve Fund Balance
Target Funding Liquidity Reserve Fund
Funding Reserve Fund at Closing
Last Quarter Closing Funding Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Reserve Fund Balance
Target Funding Reserve Fund
PRINCIPAL DEFICIENCY LEDGER AAA AA BBB
Opening PDL Balance 0 0 0
Losses this Quarter 0 0 0
PDL top up from Revenue Account 0 0 0
Closing PDL Balance 0 0 0
SUBORDINATED LOAN OUTSTANDING
Initial Balance
Last Quarter Closing Outstanding
Accrued Interest
Repayments Made
Closing Balance
39
XXXXXX FUNDING LTD
SEVENTH ISSUER NOTES TO BALANCE SHEET
PERIOD ENDED
BALANCE ON CASH ACCUMULATION LEDGER 0
AVAILABLE CREDIT ENHANCEMENT
First Reserve Fund at closing
Last Quarter Closing First Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing First Reserve Fund Balance
Target First Reserve Fund
Second Reserve Fund at Closing
Last Quarter Closing Second Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Second Reserve Fund Balance
Target Second Reserve Fund
Funding Liquidity Reserve Fund at Closing
Last Quarter Closing Funding Liquidity Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Liquidity Reserve Fund Balance
Target Funding Liquidity Reserve Fund
Funding Reserve Fund at Closing
Last Quarter Closing Funding Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Reserve Fund Balance
Target Funding Reserve Fund
PRINCIPAL DEFICIENCY LEDGER AAA AA BBB
Opening PDL Balance 0 0 0
Losses this Quarter 0 0 0
PDL top up from Revenue Account 0 0 0
Closing PDL Balance 0 0 0
SUBORDINATED LOAN OUTSTANDING
Initial Balance
Last Quarter Closing Outstanding
Accrued Interest
Repayments Made
Closing Balance
40
XXXXXX FUNDING LTD
EIGHTH ISSUER NOTES TO BALANCE SHEET
PERIOD ENDED
BALANCE ON CASH ACCUMULATION LEDGER 0
AVAILABLE CREDIT ENHANCEMENT
First Reserve Fund at closing
Last Quarter Closing First Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing First Reserve Fund Balance
Target First Reserve Fund
Second Reserve Fund at Closing
Last Quarter Closing Second Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Second Reserve Fund Balance
Target Second Reserve Fund
Funding Liquidity Reserve Fund at Closing
Last Quarter Closing Funding Liquidity Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Liquidity Reserve Fund Balance
Target Funding Liquidity Reserve Fund
Funding Reserve Fund at Closing
Last Quarter Closing Funding Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Reserve Fund Balance
Target Funding Reserve Fund
PRINCIPAL DEFICIENCY LEDGER AAA AA BBB
Opening PDL Balance 0 0 0
Losses this Quarter 0 0 0
PDL top up from Revenue Account 0 0 0
Closing PDL Balance 0 0 0
SUBORDINATED LOAN OUTSTANDING
Initial Balance
Last Quarter Closing Outstanding
Accrued Interest
Repayments Made
Closing Balance
41
XXXXXX FUNDING LTD
NINTH ISSUER NOTES TO BALANCE SHEET
PERIOD ENDED
BALANCE ON CASH ACCUMULATION LEDGER 0
AVAILABLE CREDIT ENHANCEMENT
First Reserve Fund at closing
Last Quarter Closing First Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing First Reserve Fund Balance
Target First Reserve Fund
Second Reserve Fund at Closing
Last Quarter Closing Second Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Second Reserve Fund Balance
Target Second Reserve Fund
Funding Liquidity Reserve Fund at Closing
Last Quarter Closing Funding Liquidity Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Liquidity Reserve Fund Balance
Target Funding Liquidity Reserve Fund
Funding Reserve Fund at Closing
Last Quarter Closing Funding Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Reserve Fund Balance
Target Funding Reserve Fund
PRINCIPAL DEFICIENCY LEDGER AAA AA BBB
Opening PDL Balance 0 0 0
Losses this Quarter 0 0 0
PDL top up from Revenue Account 0 0 0
Closing PDL Balance 0 0 0
SUBORDINATED LOAN OUTSTANDING
Initial Balance
Last Quarter Closing Outstanding
Accrued Interest
Repayments Made
Closing Balance
42
XXXXXX FUNDING LTD
[NEW ISSUER] NOTES TO BALANCE SHEET
PERIOD ENDED
BALANCE ON CASH ACCUMULATION LEDGER 0
AVAILABLE CREDIT ENHANCEMENT
First Reserve Fund at closing
Last Quarter Closing First Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing First Reserve Fund Balance
Target First Reserve Fund
Second Reserve Fund at Closing
Last Quarter Closing Second Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Second Reserve Fund Balance
Target Second Reserve Fund
Funding Liquidity Reserve Fund at Closing
Last Quarter Closing Funding Liquidity Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Liquidity Reserve Fund Balance
Target Funding Liquidity Reserve Fund
Funding Reserve Fund at Closing
Last Quarter Closing Funding Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Funding Reserve Fund Balance
Target Funding Reserve Fund
PRINCIPAL DEFICIENCY LEDGER AAA AA BBB
Opening PDL Balance 0 0 0
Losses this Quarter 0 0 0
PDL top up from Revenue Account 0 0 0
Closing PDL Balance 0 0 0
SUBORDINATED LOAN OUTSTANDING
Initial Balance
Last Quarter Closing Outstanding
Accrued Interest
Repayments Made
Closing Balance
43
SIGNATORIES
Signed by )
for and on behalf of )
ABBEY NATIONAL PLC )
as Cash Manager )
Signed by )
for and on behalf of )
ABBEY NATIONAL PLC )
as Seller )
Signed by )
for and on behalf of )
XXXXXX TRUSTEES LIMITED )
Signed by )
for and on behalf of )
XXXXXX FUNDING LIMITED )
Signed by )
for and on behalf of )
JPMORGAN CHASE BANK, N.A., )
LONDON BRANCH )
44
