EXHIBIT 4.8
EXECUTION COPY
AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT
DATED 8 DECEMBER 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. Third Party Amount.....................................................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..................................................17
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..........................................19
2. Cash Management and Maintenance of Ledgers............................21
3. Form of Mortgages Trustee Quarterly Report............................29
4. Form of Funding Quarterly Report......................................31
Signatories...................................................................33
THIS AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT is made on 8 December 2005
BETWEEN:
(1) ABBEY NATIONAL PLC, a public limited company incorporated under the
laws of England and Wales whose registered office is at Abbey National
House, 0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx, 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 Abbey National
House, 0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx, 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 Abbey National House, 0 Xxxxxx Xxxxxx, Xxxxxx'x
Xxxxx, 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 Abbey National House, 2 Xxxxxx Xxxxxx, Xxxxxx'x
Xxxxx, 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 ( 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.
(G) Each of the parties hereto acknowledges and agrees that the Security
Trustee has entered into this Agreement in reliance upon director's
certificates provided by certain of the Funding Secured Creditors and
statements in the board minutes of the Issuers (other than the Ninth
Issuer) evidencing their approval of the amendments to be effected
hereby.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 The Amended and Restated Master Definitions Schedule signed for the
purposes of identification by Xxxxx & Overy LLP and Xxxxxxxxx and May
on 8 December 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 Amended and Restated 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 Amended and
Restated 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.
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2.2 DUTIES PRESCRIBED BY TRANSACTION DOCUMENTS
For the avoidance of doubt and in connection with the powers conferred
under Clause 2.1, save as expressly provided elsewhere in this
Agreement, nothing 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.
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.
(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,
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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.
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
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Ledger, the Second 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:
(i) all Funding Revenue Receipts;
(ii) all Funding Principal Receipts;
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(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, the Funding GIC Account or any other
Funding Bank 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 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.
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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 (other than
any Funding Bank Account to which collateral provided under the Funding
Swap Agreement is credited, which withdrawals shall be made in
accordance with Clause 4.7).
On the Ninth Issuer Closing Date, the Cash Manager shall withdraw
(pound)65,500,000 from the Funding GIC Account representing the amount
by which the amounts standing to the credit of the Funding Reserve
Ledger exceed the Funding Reserve Fund Required Amount on that date and
shall pay such amounts to the Seller by way of Deferred Consideration
in accordance with the provisions of the Mortgage Sale Agreement.
On the Ninth Issuer Closing Date, the Cash Manager shall withdraw
(pound)74,000,000 from the Funding GIC Account representing the amount
by which the amounts standing to the credit of the First Reserve Ledger
exceed the First Reserve Fund Required Amount on that date and shall
pay such amounts to the Seller by way of Deferred Consideration in
accordance with the provisions of the Mortgage Sale Agreement.
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.
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(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.
(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. Following such an early termination, the
value of the relevant collateral will be applied in the calculation of
the early termination amount payable under the Funding Swap Agreement,
and if such early termination amount is payable by the Funding Swap
Provider and is not to be applied by Funding in or towards the costs of
entering into a replacement swap agreement pursuant to Clause 6.2, it
will be available for application by the Cash Manager in accordance
with the relevant Funding Priority of Payments.
5. THIRD PARTY AMOUNT
The Cash Manager shall withdraw any Third Party Amounts due to the
Seller 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 Third Party Amounts 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 Agreement 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
occurred 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;
11
(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 to which it is a
party 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 opinion of Funding and/or the Security Trustee is
materially prejudicial to the interests of the Funding Secured
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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 or event 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 (with
such amendments as may be agreed by the Mortgages Trustee, Funding and
the Security Trustee) 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 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 then outstanding 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 13, 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 in its possession or
under its control relating to the affairs of or belongings of
the
13
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
direction of Funding, the Mortgages Trustee and the Security
Trustee, the direction 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 Cash
Manager's rights to receive payment of all amounts (if any) due to it
from Funding other than under this Agreement.
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(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 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
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);
(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
16
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 the rating of any debt issued
or to be issued by any Issuer or any New Issuer) to any credit rating
agency or to 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, Abbey National
House, 0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx, Xxxxxx XX0 0XX (facsimile
number 020 7756 5627) for the attention of the Company Secretary with a
copy to Abbey National plc, c/o Abbey House (AAM 126), 000 Xxxxxxx Xxxx
Xxxx, Xxxxxx Xxxxxx XX0 0XX (facsimile number 01908 343 019) for the
attention of Securitisation Team, Retail Credit Risk;
(b) in the case of the Mortgages Trustee, to Xxxxxx Trustees Limited c/o
Abbey House (AAM 126), 000 Xxxxxxx Xxxx Xxxx, Xxxxxx Xxxxxx XX0 0XX
(facsimile number 01908 343 019) for the attention of Securitisation
Team, Retail Credit Risk;
(c) in the case of the Seller, to Abbey National plc, Abbey National House,
0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx, Xxxxxx XX0 0XX (facsimile number 020
7756 5627) for the attention of the Company Secretary with a copy to
Abbey National plc, c/o Abbey House (AAM 126), 000 Xxxxxxx Xxxx Xxxx,
Xxxxxx Xxxxxx XX0 0XX (facsimile number 01908 343 019) for the
attention of Securitisation Team, Retail Credit Risk;
(d) in the case of Funding, to Xxxxxx Funding Limited c/o Abbey National
plc, Abbey National House, 0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx, Xxxxxx XX0
0XX (facsimile number 020 7756 5627) for the attention of the Company
Secretary with a copy to Abbey National plc, c/o Abbey House (AAM 126),
000 Xxxxxxx Xxxx Xxxx, Xxxxxx Xxxxxx XX0 0XX (facsimile number 01908
343 019) for the attention of Securitisation Team, Retail Credit Risk;
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.
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.
17
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 Cash
Manager, 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 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.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed the day
and year first before written.
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SCHEDULE 1
THE CASH MANAGEMENT SERVICES
The Cash Manager shall:
(a) operate the Mortgages Trustee GIC Account, the Funding GIC Account, 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:
19
(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, changing
and realising 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, as applicable,
the Funding GIC Account or any account established by Funding
into which any cash collateral under the Funding Swap
Agreement is paid;
(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
21
(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
22
(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 10.2 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 11 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 15 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:
23
(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 Seller 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 Seller 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) 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
Closing Date of the issue of Notes by an Issuer and which are
amounts owed by such Borrowers in respect of any period prior
to that 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 that 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 may
be, to the extent that such entry does not cause the relevant ledger to
have a debit
24
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 (other than interest received
by Funding on any collateral paid or transferred to
it under the Funding Swap Agreement);
(iii) all amounts received by Funding representing income
on any Funding Authorised Investments made from
amounts standing to the credit of the Funding GIC
Account;
25
(iv) all amounts (other than collateral paid or
transferred to Funding under the Funding Swap
Agreement and 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
(v) any amount debited to the Funding Principal Ledger
under paragraph 15(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 16 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 16; 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 15(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
26
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,
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.
27
(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.
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 Ninth Issuer 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.
28
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
================================================
29
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
========================
30
SCHEDULE 4
FORM OF FUNDING QUARTERLY REPORT
XXXXXX FUNDING LIMITED
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
==============================================
31
XXXXXX FUNDING LIMITED
NOTES TO BALANCE SHEET
PERIOD ENDED [O]
(POUND)'000 (POUND)'000 (POUND)'000 (POUND)'000
BALANCE ON CASH ACCUMULATION LEDGER Nil
==============
AVAILABLE CREDIT ENHANCEMENT
First Second Funding
Reserve Reserve Reserve
Reserve funds at closing 0 0 0
-------------- -------------- -------------
Initial closing reserve funds 0 0
0
-------------
Drawings to make bullet repayment 0 0 0
Other drawings 0 0 0
Transfers from revenue receipts 0 0 0
----------------------------------- -------------
Closing reserve balance 0 0
0
----------------------------------- -------------
Target reserve funds 0 0
0
============== ============== =============
PRINCIPAL DEFICIENCY LEDGER AAA AA A BBB
Opening PDL balance Nil Nil Nil Nil
Losses this quarter
- - - -
PDL top up from revenue income
- - - -
----------------------------------- --------------- --------------
Closing PDL balance Nil Nil Nil Nil
Nil
=================================== =============== ==============
START UP LOAN OUTSTANDING OPENING REPAYMENT CLOSING
BALANCE BALANCE
Restated
Initial start up loan (incl. accrued 0 0 0
interest)
Second start up loan (incl. accrued 0 0 0
interest)
Third start up loan 0 0 0
Fourth start up loan 0 0 0
Fifth start up loan 0 0 0
Sixth start up loan 0 0 0
Seventh start up loan 0 0 0
Eighth start up loan 0 0 0
----------------------------------- --------------
Closing balance 0 0 0
=================================== ==============
32
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 )
33
