Termination of Funding Swap. If the Funding Swap is terminated 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, then Funding shall purchase a new hedge which xxxxxx the amounts hedged under the Funding Swap with the previous Funding Swap Provider. The Cash Manager shall make arrangements for Funding to enter into any such hedging transaction, on terms acceptable to Funding and which are in accordance with the then current ratings criteria of the relevant Rating Agencies, with the Security Trustee and a new Funding Swap Provider, provided that the Rating Agencies have previously confirmed in writing to Funding, the Master Issuer and the Security Trustee that such arrangements with such new Funding Swap Provider will not cause the then current rating of the Rated Notes to be downgraded, withdrawn or qualified (it being acknowledged that none of the Rating Agencies has any obligation to provide such confirmation at any time and that the confirmation of one of the Rating Agencies may be sufficient for that purpose in respect of the Rated Notes, provided that (i) a written request for confirmation or response has been delivered to each Rating Agency by or on behalf of the Master Issuer (copied to the Security Trustee) and (ii) one or more Rating Agencies either (x) indicates it does not consider such confirmation or response necessary or (y) such request elicits no confirmation or response by such Rating Agency within a reasonable timeframe). The Cash Manager may apply any early termination payment received from the Funding Swap Provider pursuant to the Funding Swap Agreement for such purpose. If Funding receives any premium from a replacement Funding Swap Provider in respect of a replacement Funding Swap, such premium will first be used to make any termination payment due and payable by Funding with respect to the replaced Funding Swap, unless such termination payment has already been made. The "cash benefit" (as described in the Funding Swap Agreement) relating to any Tax Credit (as defined in the Funding Swap Agreement) relating to any Gross-Up Amount (as defined in the Funding Swap Agreement) that the Funding Swap Provider is required to make, will be paid to the relevant Funding Swap Provider by Funding as soon as practicable after receipt of the same from the relevant taxing authority in accordance with the terms of the Funding Sw...
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 Back to Contents 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 Agreement for such purpose.
