|
Exhibit 4.9
Dated 26 March 2001
NORTHERN ROCK PLC
as Cash Manager, Seller and Beneficiary
GRANITE FINANCE TRUSTEES LIMITED
as Mortgages Trustee
GRANITE FINANCE FUNDING LIMITED
as Beneficiary
GRANITE FINANCE FUNDING 2 LIMITED
as Beneficiary
- and -
THE BANK OF NEW YORK
as Security Trustee and Funding 2 Security Trustee
------------------------------------------------------
NINTH AMENDED CASH MANAGEMENT AGREEMENT
------------------------------------------------------
SIDLEY AUSTIN (UK) LLP
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
<PAGE>
CONTENTS
1. Definitions and
Interpretation..........................................4
2. Appointment of Cash
Manager.............................................5
3. The
Services............................................................6
4. Payments, Accounts,
Ledgers.............................................7
5. Early Repayment
Charges................................................23
6. No
Liability...........................................................23
7. Costs and
Expenses.....................................................23
8.
Information............................................................23
9.
Remuneration...........................................................27
10. Covenants, Representations and Warranties of the Cash
Manager..........27
11. Services
Non-Exclusive.................................................28
12.
Termination............................................................28
13. Further
Assurances.....................................................32
14.
Miscellaneous..........................................................33
15.
Confidentiality........................................................34
16. No
Partnership.........................................................34
17.
Assignment.............................................................34
18. The Funding Security
Trustees..........................................35
19. New Intercompany Loan
Agreements.......................................36
20. Non Petition Covenant; Limited
Recourse................................36
21. Amendments and
Waiver..................................................38
22.
Notices................................................................39
23. Third Party
Rights.....................................................40
24. Execution in Counterparts;
Severability................................40
1
<PAGE>
25. Governing Law and Submission to
Jurisdiction...........................40
SCHEDULE 1 The Cash Management
Services.....................................42
SCHEDULE 2 Cash Management and Maintenance of
Ledgers.......................47
SCHEDULE 3A Form of Mortgages Trustee Quarterly
Report......................68
SCHEDULE 3B Form of Funding Quarterly
Report................................69
SCHEDULE 3C Form of Funding 2 Quarterly
Report..............................72
SCHEDULE 4 Cash Manager Representations and
Warranties......................75
2
<PAGE>
THIS AGREEMENT IS MADE ON 26 MARCH, 2001 AND AMENDED AND
RESTATED PURSUANT TO
THE DEEDS OF AMENDMENT AND RESTATEMENT DATED 23 JULY 2001, 27
JANUARY 2003, 24
SEPTEMBER 2003, 28 JANUARY 2004, 26 MAY 2004, 19 JANUARY 2005,
24 AUGUST 2005,
23 DECEMBER 2005 AND 19 JANUARY, 2007 BETWEEN:
(1) NORTHERN ROCK PLC (registered number 3273685), a public
limited company
incorporated under the laws of England and Wales whose
registered office
is at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL
in its
capacity as Cash Manager, Seller and as a Beneficiary;
(2) GRANITE FINANCE TRUSTEES LIMITED (registered number 79309),
a private
limited company incorporated under the laws of Jersey, Channel
Islands
whose registered office is at 22 Grenville Street, St. Helier,
Jersey
JE4 8PX, Channel Islands in its capacity as Mortgages
Trustee;
(3) GRANITE FINANCE FUNDING LIMITED (registered number 79308), a
private
limited company incorporated under the laws of Jersey, Channel
Islands
having its principal place of business in the United Kingdom at
68 King
William Street, London EC4N 7DZ in its capacity as Funding and
a
Beneficiary;
(4) GRANITE FINANCE FUNDING 2 LIMITED (registered number
5249387), a private
limited company incorporated under the laws of England and Wales
whose
registered office is at Fifth Floor, 100 Wood Street, London
EC2V 7EX in
its capacity as Funding 2 and a Beneficiary; and
(5) THE BANK OF NEW YORK a New York banking corporation acting
through its
office at 40th Floor, One Canada Square, London E14 5AL in its
capacity
as Security Trustee and Funding 2 Security Trustee.
WHEREAS:
(A) On the Initial Closing Date the First Issuer will issue 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 shall
make a
loan to Funding pursuant to the terms of the First Issuer
Intercompany
Loan Agreement. From the proceeds of that loan, Funding shall
pay the
Initial Contribution to the Mortgages Trustee as consideration
in part
for the Initial Funding Share of the Trust Property, which funds
will be
used by the Mortgages Trustee to pay to the Seller the Initial
Purchase
Price for the sale and assignment by the Seller to the Mortgages
Trustee
of the Initial Mortgage Portfolio pursuant to the Mortgage
Sale
Agreement.
(B) On the Funding 2 Programme Date, Funding 2 acquired a
portion of the
Seller's beneficial interest in the Mortgages Trust Deed and
became
party to the Mortgages Trust Deed.
(C) The Cash Manager is willing to provide Cash Management
Services to the
Mortgages Trustee each Funding Beneficiary and each Funding
Security
Trustee on the terms and subject to the conditions contained in
this
Agreement.
3
<PAGE>
IT IS HEREBY AGREED as follows:
1. Definitions and Interpretation
1.1 The provisions of the Programme Master Definitions Schedule
signed for
the purposes of identification by Sidley Austin Brown & Wood
and Allen &
Overy on 19 January, 2005 (as the same have been and may be
amended,
varied or supplemented from time to time with the consent of the
parties
hereto) are expressly and specifically incorporated into and
shall apply
to this Agreement.
1.2 Any reference in this Agreement to any discretion, power or
right on the
part of the Mortgages Trustee shall be as exercised by the
Mortgages
Trustee only as directed by the Beneficiaries but subject in
each case
to the provisions of the Mortgages Trust Deed and the
Controlling
Beneficiary Deed.
1.3 In addition to the provisions of the Programme Master
Definitions
Schedule, the following words and expressions used in this
Agreement
shall the meanings set out below.
"Funding Basis Rate Swap Agreement" means each of the ISDA
Master
Agreements, Schedules and Confirmations thereto each entered
into on or
about 23 December 2005 and any Credit Support Annexes or other
credit
support documents entered into at any time among Funding and the
Funding
Basis Rate Swap Provider and/or any credit support provider and
shall
include any additional basis rate swap agreement entered into by
Funding
from time to time in accordance with the Transaction
Documents;
"Funding Basis Rate Swap Provider" means Northern Rock and/or,
as
applicable, any other basis rate swap provider appointed from
time to
time by Funding in accordance with the Transaction
Documents;
"Funding Basis Rate Swaps" means the swap transactions as
documented
under the Funding Basis Rate Swap Agreements;
"Funding Swap Collateral" means any asset (including,
without
limitation, Cash and/or securities) delivered to Funding by the
Funding
Basis Rate Swap Provider in accordance with the terms of any of,
the
Funding Basis Rate Swap Agreements in respect of the Funding
Basis Rate
Swap Provider's obligations under such Funding Basis Rate
Swap
Agreement;
"Funding Swap Collateral Accounts" means the Funding Swap
Collateral
Cash Account and the Funding Swap Collateral Securities
Account;
"Funding Swap Collateral Cash Account" means an account opened
in the
name of Funding for the purpose of holding Funding Swap
Collateral in
Cash and maintained in accordance with the terms of the Cash
Management
Agreement;
"Funding Swap Collateral Ledger" means the ledger maintained by
the Cash
Manager in the books of Funding in accordance with Clause 4.3
(Funding
Ledgers) of the Cash Management Agreement;
4
<PAGE>
"Funding Swap Collateral Securities Account" means a securities
account
opened in the name of the Funding for the purpose of holding
Funding
Swap Collateral in the form of securities and maintained in
accordance
with the terms of the Cash Management Agreement; and
"Funding Swap Replacement Premium" means any payment received
from a
replacement swap provider upon entry into an agreement with
such
replacement swap provider replacing a Funding Basis Rate Swap
Agreement.
2. Appointment of Cash Manager
2.1 Appointment: Until termination pursuant to Clause 12
(Termination)
herein, 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 and the Cash
Manager in
each case hereby accepts such appointment on the terms and
subject to
the conditions of this Agreement.
2.2 Appointment by Funding 2: Until termination pursuant to
Clause 12
(Termination) herein, Funding 2 (according to its estates and
interests)
hereby appoints the Cash Manager as its lawful agent to provide
the Cash
Management Services set out in this Agreement and the Cash
Manager
hereby accepts such appointment on the terms and subject to
the
conditions of this Agreement. The Funding 2 Security Trustee
consents to
the appointment of the Cash Manager on the terms of and subject
to the
conditions of this Agreement.
2.3 Duties prescribed by Transaction Documents: For the
avoidance of doubt
and in connection with the powers conferred under Clause 2.1
(Appointment) and Clause 2.2 (Appointment by Funding 2), 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.
2.4 Appointment conditional upon issuance of First Issuer Notes:
The
appointment pursuant to Clause 2.1 (Appointment) is conditional
upon the
issue of the First Issuer Notes and the making of the First
Issuer
Intercompany Loan 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 30 April 2001, or such later date as the First Issuer and the
Lead
Manager may agree, this Agreement shall cease to be of further
effect.
2.5 Appointment by Funding 2 Conditional: The appointment
pursuant to Clause
2.2 (Appointment by Funding 2) herein is conditional upon
the
acquisition by Funding 2 from the Seller of a portion of the
Seller's
beneficial interest in the Mortgages Trust pursuant to the
Seller
(Mortgages Trust) Assignment Agreement and shall take effect
upon and
from the Funding 2 Programme Date automatically without any
further
action on the part of any person PROVIDED THAT if Funding 2 has
not
acquired from the Seller a portion of the Seller's beneficial
interest
in the Mortgages Trust by
5
<PAGE>
31 January, 2005, or such later date as Funding 2 and the Seller
may
agree, the appointment of the Cash Manager as agent of Funding 2
under
Clause 2.2 (Appointment by Funding 2) shall not take effect.
3. The Services
3.1 General: The Cash Manager shall provide the services set out
in this
Agreement (including, without limitation, Schedules 1 and 2
attached
hereto) (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 each Funding Beneficiary and shall prepare
and
submit, or procure the preparation and submission of, on behalf
of the
Mortgages Trustee and each Funding Beneficiary, 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 each
Funding
Beneficiary 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 each Funding Beneficiary with all applicable
legal
requirements and with the terms of the Transaction Documents to
which
each of the Mortgages Trustee and/or and each Funding
Beneficiary
(respectively) is a party, PROVIDED THAT the Cash Manager shall
not lend
or provide any sum to the Mortgages Trustee or any Funding
Beneficiary
(other than as expressly contemplated by the Transaction
Documents) and
the Cash Manager shall have no liability whatsoever to the
Mortgages
Trustee, each Funding Beneficiary and each Funding Security
Trustee, to
any other person for any failure by the Mortgages Trustee or any
Funding
Beneficiary 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
Administrator,
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,
each Funding Beneficiary and each Funding Security Trustee
on
demand 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.
6
<PAGE>
(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, each Funding
Beneficiary or each Funding Security Trustee and/or any
other
person as a result of the proper performance of the Cash
Management Services (as defined in Clause 3.1 (General)) 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
under,
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 Establishment of 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 knowingly create or permit to subsist
any
Security Interest in relation to the Mortgages Trustee GIC
Account
(but without prejudice to the Mortgages Trust and the other
Transaction Documents).
(b) The Cash Manager hereby confirms that the Mortgages
Trustee
Transaction Account has been established on or before the
date
hereof pursuant to the Bank Account Agreement and that the
Mortgages Trustee 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 Mortgages Trustee
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 Mortgages Trustee Transaction Account (but
without
prejudice to the Mortgages Trust and the other Transaction
Documents).
(c) 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.
7
<PAGE>
(d) The Cash Manager hereby confirms that the Funding
Transaction
Account has been established on or before the date hereof
pursuant
to the Bank Account Agreement 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.
(e) The Cash Manager hereby confirms that the Funding (First
Issuer)
GIC Account has been established on or before the date
hereof
pursuant to the Funding (First Issuer) Bank Account Agreement
and
the Funding (First Issuer) Guaranteed Investment Contract and
that
the Funding (First Issuer) 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 (First Issuer)
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 (First Issuer) GIC Account other than
as
created under or permitted pursuant to the Funding Deed of
Charge.
(f) The Cash Manager hereby confirms that the Funding 2 GIC
Account
has been established on or before the Funding 2 Programme
Date
pursuant to the Funding 2 Bank Account Agreement and the Funding
2
Guaranteed Investment Contract and that the Funding 2 GIC
Account
Mandate in the agreed form will apply thereto at the Funding
2
Programme Date. The Cash Manager undertakes (to the extent
to
which the same is within its control) that at the Funding 2
Programme Date the Funding 2 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 2
GIC
Account other than as created under or permitted pursuant to
the
Funding 2 Deed of Charge.
(g) The Cash Manager hereby confirms that the Funding 2
Transaction
Account has been established on or before the Funding 2
Programme
Date pursuant to the Funding 2 Bank Account Agreement and that
the
Funding 2 Transaction Account Mandate in the agreed form
will
apply thereto at the Funding 2 Programme Date. The Cash
Manager
undertakes (to the extent to which the same is within its
control)
that at the Funding 2 Programme Date the Funding 2
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 2 Transaction Account other than as
created under or permitted pursuant to the Funding 2 Deed of
Charge.
(h) On each occasion that Funding enters into an Intercompany
Loan
Agreement, the Cash Manager undertakes to establish a
separate
Funding (Issuer) GIC Account in respect of the applicable
Funding
Issuer to which amounts in respect of any Issuer Reserve Fund
and
Issuer Liquidity Reserve Fund (if any) of such Issuer will
be
credited.
8
<PAGE>
(i) On each occasion that a Funding Beneficiary enters into
an
Intercompany Loan Agreement (or, in the case of Funding 2, is
the
recipient of a Loan Tranche under an existing Funding 2
Intercompany Loan Agreement), then the Cash Manager, the
Seller,
each Funding Beneficiary, each Funding Security Trustee and
the
Mortgages Trustee shall execute such amendments to this
Agreement
as may be necessary to reflect the establishment of any bank
account for such Funding Beneficiary.
4.2 Mortgages Trustee Ledgers:
(a) The Cash Manager shall open and maintain in the books of
the
Mortgages Trustee the following ledgers on behalf of the
Mortgages
Trustee:
(i) the Principal Ledger, which shall separately reflect all
Principal Receipts standing to the credit of each of the
Mortgages Trustee GIC Account and the Mortgages Trustee
Transaction Account from time to time and distribution of
the same to the Beneficiaries;
(ii) the Revenue Ledger, which shall separately reflect all
Revenue Receipts standing to the credit of each of the
Mortgages Trustee GIC Account and the Mortgages Trustee
Transaction Account from time to time and distribution of
the same to the Beneficiaries;
(iii) the Losses Ledger, which shall record Losses on the
Mortgage
Portfolio;
(iv) the Funding Share/Funding 2 Share/Seller Share Ledger
which
shall record the Funding Share, the Funding 2 Share, the
Seller Share, the Funding Share Percentage, the Funding 2
Share Percentage and the Seller Share Percentage of the
Trust Property;
(v) the Overpayments Ledger, which will reflect each Revenue
Receipt and/or Principal Receipt paid by a Borrower in
excess of the amount required with respect to the relevant
Mortgage Loan (and in the case of any non-Flexible Mortgage
Loan any payment which is not a Capital Payment), which
shall be divided into (A) the Non-Flexible Overpayments Sub
Ledger to record Overpayments on Non-Flexible Mortgage Loans
and (B) the Flexible Overpayments Sub Ledger to record
Overpayments on Flexible Mortgage Loans, in each case as
received into and paid out of the Mortgages Trustee GIC
Account from time to time;
(vi) the Non-Flexible Underpayments Ledger, which shall
record
Underpayments on Non-Flexible Mortgage Loans from time to
time;
(vii) the Re-Draws Ledger, which will record Re-Draws on the
Flexible Mortgage Loans and which shall be divided into (A)
the Cash Re-Draws Sub Ledger to record Cash Re-Draws made in
respect of Flexible Mortgage Loans and (B) the Non-Cash
Re-Draws Sub Ledger
9
<PAGE>
to record Non-Cash Re-Draws made in respect of Flexible
Mortgage Loans;
(viii) the Contributions Ledger, which will be divided into
sub
ledgers to record the making of Contributions to the
Mortgages Trustee pursuant to the Mortgages Trust Deed by
each of the Funding Beneficiaries and the Seller and the
application of such Contributions in accordance with the
terms of the Mortgages Trust Deed by:
(A) the payment by the Mortgages Trustee to the Seller of
(1) amounts of Initial Purchase Price for the sale of
any New Mortgage Portfolio which is acquired by the
Mortgages Trustee from the Seller under the provisions
of Mortgage Sale Agreement (2) amounts of Deferred
Purchase Price in accordance with the Mortgage Sale
Agreement or (3) amounts of any Special Distribution
in accordance with the Mortgages Trust Deed;
(B) the payment by the Mortgages Trustee to Funding of
amounts of any Special Distribution in accordance with
the Mortgages Trust Deed; and
(ix) the Further Draws Ledger, which will record Further Draws
on
Personal Secured Loans from time to time.
(b) The Cash Manager shall make credits and debits to the
Mortgages
Trustee Ledgers in the manner described in paragraphs 10, 11,
12,
13, 14, 31, 32, 33 and 34 of Schedule 2 hereto.
4.3 Funding Ledgers:
(a) The Cash Manager shall open and maintain in the books of
Funding
the following ledgers on behalf of Funding:
(i) the Issuer Reserve Fund Ledger of any Funding Issuer,
which
shall record the amount credited to the Issuer Reserve Fund
of such Issuer on the related Closing Date, and subsequent
withdrawals and deposits in respect of such Issuer Reserve
Fund;
(ii) the Issuer Liquidity Reserve Ledger of any Funding
Issuer,
if any, which shall record the amount credited to the Issuer
Liquidity Reserve Fund from time to time of such Issuer, and
subsequent withdrawals and deposits in respect of such
Issuer Liquidity Reserve Fund;
(iii) the Funding Principal Ledger, which shall separately
reflect
all Funding Principal Receipts received by Funding on each
Distribution Date and all Funding Principal Receipts
standing to the credit of each Funding Bank Account, and the
following sub-ledgers:
10
<PAGE>
(A) the Group 1 Principal Sub-Ledger which shall record
receipts and payments of Funding Principal Receipts
allocable to Group 1; and
(B) the Group 2 Principal Sub-Ledger which shall record
receipts and payments of Funding Principal Receipts
allocable to Group 2;
(iv) the Funding Principal Deficiency Ledger, which shall
reflect
the aggregate position of the Issuer Principal Deficiency
Ledgers of all Funding Issuers as to Losses on the Mortgage
Loans and the application of Funding Available Principal
Receipts to fund Issuer Liquidity Reserve Funds;
(v) the Funding Revenue Ledger, which shall separately
reflect
all Funding Revenue Receipts received by Funding on each
Distribution Date and all Funding Revenue Receipts standing
to the credit of each Funding Bank Account, (other than any
Funding Swap Collateral Account) and the following
sub-ledgers:
(A) the Funding Expense Sub-Ledger which shall record
receipts and payments of Funding Revenue Receipts
allocable to the payment of expenses;
(B) the Group 1 Revenue Sub-Ledger which shall record
receipts and payments of Funding Revenue Receipts
allocable to Group 1; and
(C) the Group 2 Revenue Sub-Ledger which shall record
receipts and payments of Funding Revenue Receipts
allocable to Group 2;
(vi) the Funding Reserve Ledger, which shall record the
amount
credited to the Funding Reserve Fund from time to time, and
subsequent withdrawals and deposits in respect of the
Funding Reserve Fund; and
(vii) the Funding Intercompany Loan Ledger, which shall be
divided
into segregated sub ledgers each of which shall record
payments of interest and fees and repayments of principal
made under each Funding Intercompany Loan.
(viii) the Funding Swap Collateral Ledger to record all
payments,
deliveries, transfers and receipts in connection with
Funding Swap Collateral, including, without limitation:
(A) the delivery of any Funding Swap Collateral to Funding
by the Funding Basis Rate Swap Provider;
11
<PAGE>
(B) the receipt of any income or distributions in respect
of such Funding Swap Collateral and the payment of
such income or distributions to the Funding Basis Rate
Swap Provider;
(C) the return of all, or any part of, such Funding Swap
Collateral to the Funding Basis Rate Swap Provider;
and
(D) the payment or transfer of all, or any part of, such
Funding Swap Collateral to the Funding Transaction
Account or the Funding Swap Collateral Account,
provided that the Funding Swap Collateral Ledger shall only
be established in the event that the Funding Basis Rate Swap
Provider pays or transfers Funding Swap Collateral to
Funding in accordance with the Funding Basis Rate Swap
Agreement.
(b) The Cash Manager shall make credits and debits to the
Funding
Ledgers in accordance with the provisions of paragraphs 15
through
21 of Schedule 2 hereto.
4.4 Funding 2 Ledgers:
(a) The Cash Manager shall open and maintain in the books of
Funding 2
the following ledgers on behalf of Funding 2:
(i) the Funding 2 Principal Ledger, which shall separately
reflect all Funding 2 Principal Receipts received by Funding
2 on each Distribution Date (other than any Funding 2
Principal Receipts constituting the Cash Accumulation
Requirement) and all Funding 2 Principal Receipts standing
to the credit of each Funding 2 Bank Account (other than any
Funding 2 Principal Receipts credited to the Funding 2 Cash
Accumulation Ledger);
(ii) the Funding 2 Cash Accumulation Ledger which shall
separately reflect all Funding 2 Principal Receipts received
by Funding 2 on each Distribution Date in respect of the
Cash Accumulation Requirement;
(iii) the Funding 2 Principal Deficiency Ledger, which shall
comprise five sub-ledgers to be known as the AAA Principal
Deficiency Sub-Ledger, the AA Principal Deficiency
Sub-Ledger, the A Principal Deficiency Sub-Ledger, the BBB
Principal Deficiency Sub-Ledger and the BB Principal
Deficiency Sub-Ledger, and which shall record (A) any
principal deficiencies arising from Losses on the Mortgage
Loans which have been allocated to Funding 2, (B) the
application of Funding 2 Available Principal Receipts to
meet any deficiency in Funding 2 Available Revenue Receipts,
(C) the application of Funding 2 Available Principal
Receipts to fund the Funding 2 Liquidity Reserve Fund and
(D) the application of Funding 2 Available Revenue Receipts
12
<PAGE>
to be applied to reduce the balances on the Funding 2
Principal Deficiency Ledger;
(iv) the Funding 2 Revenue Ledger, which shall separately
reflect
all Funding 2 Revenue Receipts received by Funding 2 on each
Distribution Date, and all Funding 2 Revenue Receipts
standing to the credit of each Funding 2 Bank Account (other
than any Funding 2 Swap Collateral Account);
(v) the Funding 2 Reserve Ledger, which shall record the
amount
credited to the Funding 2 Reserve Fund from time to time,
and subsequent withdrawals and deposits in respect of the
Funding 2 Reserve Fund;
(vi) the Funding 2 Liquidity Reserve Ledger, which shall
record
the amount credited to the Funding 2 Liquidity Reserve Fund
from time to time, and subsequent withdrawals and deposits
in respect of the Funding 2 Liquidity Reserve Fund provided
that the Funding 2 Liquidity Reserve Ledger shall only be
established in the event that Funding 2 is required to do so
pursuant to the terms of the Funding 2 Deed of Charge;
(vii) the Funding 2 Liquidity Facility Ledger which shall
record
all drawings and repayments in respect of any Funding 2
Liquidity Facility provided that the Funding 2 Liquidity
Facility Ledger shall only be established in the event that
Funding 2 enters into a Funding 2 Liquidity Agreement;
(viii) the Funding 2 Swap Collateral Ledger to record all
payments, deliveries, transfers and receipts in connection
with Swap Collateral, including, without limitation:
(A) the delivery of any Swap Collateral to Funding 2 by
the Funding 2 Basis Rate Swap Provider;
(B) the receipt of any income or distributions in respect
of such Swap Collateral and the payment of such income
or distributions to the Funding 2 Basis Rate Swap
Provider;
(C) the return of all, or any part of, such Swap
Collateral to the Funding 2 Basis Rate Swap Provider;
and
(D) the payment or transfer of all, or any part of, such
Swap Collateral to the Funding 2 Transaction Account
or the Funding 2 Swap Account,
provided that the Funding 2 Swap Collateral Ledger shall
only be established in the event that the Funding 2 Basis
Rate Swap Provider pays or transfers Swap Collateral to
Funding 2 in accordance with the Funding 2 Basis Rate Swap
Agreement; and
13
<PAGE>
(ix) the Funding 2 Intercompany Loan Ledger, which shall be
divided into segregated sub-ledgers each of which shall
record payments made under each Loan Tranche (each of which
shall be divided into sub-ledgers to record payments of
interest and fees and repayments of principal made under the
applicable Loan Tranche).
(b) The Cash Manager shall make credits and debits to the
Funding 2
Ledgers in accordance with the provisions of paragraphs 22
through
30 of Schedule 2 hereto.
4.5 Payments:
Mortgages Trust
(a) The Cash Manager shall procure that so far as it may be able
in
relation to all Mortgage Loans comprised in the Mortgage
Portfolio, the following amounts are paid into the Mortgages
Trustee Transaction Account:
(i) all Monthly Payments, other interest received under and
in
respect of the Mortgage Loans and any costs or other amounts
received under the Mortgage Loans (including in any such
case amounts recovered on enforcement of rights against any
Borrower or guarantor of the Borrower, any Mortgaged
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 Mortgage Loans;
(iii) any amount received by or on behalf of the Mortgages
Trustee
pursuant to any Insurance Policy; and
(iv) any other amounts whatsoever received by or on behalf of
the
Mortgages Trustee on or after the Initial Closing Date,
(b) The Cash Manager shall procure that the following amounts
are
credited to the Mortgages Trustee GIC Account:
(i) from time to time upon written or electronic receipt of
instructions from the Administrator, all amounts standing to
the credit of the Mortgages Trustee Transaction Account; and
(ii) all interest earned on any of (A) the Mortgages Trustee
Transaction Account, (B) the Mortgages Trustee GIC Account
and (C) all investment proceeds from Authorised Investments
purchased from amounts standing to the credit of either the
Mortgages Trustee Transaction Account or the Mortgages
Trustee GIC Account.
Funding
14
<PAGE>
(c) The Cash Manager shall procure that the following amounts
are paid
into the Funding GIC Account:
(i) all Funding Principal Receipts, PROVIDED HOWEVER that
any
amounts recorded as a credit on the Non-Flexible
Overpayments Sub-Ledger shall remain in the Mortgages
Trustee GIC Account (save as otherwise provided in this
Agreement);
(ii) all Funding Revenue Receipts; and
(iii) any other amounts whatsoever received by or on behalf
of
Funding after the Initial Closing Date (excluding Funding
Swap Collateral),
and the Cash Manager shall procure that all interest earned on
the
Funding GIC Account and the Funding Transaction Account and
all
investment proceeds from Authorised Investments purchased
from
amounts standing to the credit of such accounts are credited
to
the Funding GIC Account.
(d) The Cash Manager shall procure that all interest earned on
each
Funding (Issuer) GIC Account and all investment proceeds
from
Authorised Investments purchased from amounts standing to
the
credit of such Funding (Issuer) GIC Account are credited to
such
account.
(e) The Cash Manager shall procure that on each Payment Date
the
lesser of (1) the amount standing to the credit of the Funding
GIC
Account and (2) the aggregate of all amounts required to be
paid
by Funding to all Funding Issuers in accordance with the
relevant
Funding Priority of Payments, is credited to the Funding
Transaction Account in accordance with the provisions of the
Funding Deed of Charge.
(f) The Cash Manager shall procure that all transfers and
withdrawals
of amounts standing to the credit of the Funding Bank Accounts
and
the Funding Swap Collateral Accounts shall be made in
accordance
with the provisions of the Funding Deed of Charge.
Funding 2
(g) The Cash Manager shall procure that the following amounts
are paid
into the Funding 2 GIC Account:
(i) all Funding 2 Principal Receipts, PROVIDED HOWEVER that
any
amounts recorded as a credit on the Non-Flexible
Overpayments Sub Ledger shall remain in the Mortgages
Trustee GIC Account (save as otherwise provided in this
Agreement); and
(ii) all Funding 2 Revenue Receipts; and
(iii) any other amounts whatsoever received by or on behalf
of
Funding 2 after the Funding 2 Programme Date (excluding Swap
Collateral),
15
<PAGE>
and the Cash Manager shall procure that all interest earned on
the
Funding 2 GIC Account and the Funding 2 Transaction Account
and
all investment proceeds from Authorised Investments purchased
from
amounts standing to the credit of such accounts are credited
to
the Funding 2 GIC Account.
(h) The Cash Manager shall procure that on each Monthly Payment
Date
the lesser of (1) the amount standing to the credit of the
Funding
2 GIC Account and (2) the aggregate of all amounts required to
be
paid by Funding 2 to the Funding 2 Issuers in accordance with
the
relevant Funding 2 Priority of Payments, is credited to the
Funding 2 Transaction Account in accordance with the provisions
of
the Funding 2 Deed of Charge.
(i) The Cash Manager shall procure that all transfers and
withdrawals
of amounts standing to the credit of the Funding 2
Transaction
Account, the Funding 2 GIC Account and the Funding 2 Swap
Collateral Account shall be made in accordance with the
provisions
of the Funding 2 Deed of Charge.
General
(j) Each of the payments into the Mortgages Trustee Bank
Accounts, the
Funding Bank Accounts and the Funding 2 Bank Accounts referred
to
in Clauses 4.4(a) through (i) herein shall be made forthwith
upon
receipt by the Mortgages Trustee, Funding, Funding 2 or the
Cash
Manager, as the case may be, of the amount in question.
(k) 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
Bank
Accounts, the Funding Bank Accounts or the Funding 2 Bank
Accounts
if, and to the extent that, such Cash was credited thereto
in
error and shall use its reasonable endeavours to ensure that
such
Cash is applied correctly thereafter.
(l) The Cash Manager shall promptly notify each of the
Mortgages
Trustee, each Funding Beneficiary and each Funding Security
Trustee of any additional account which supplements or
replaces
any account specifically referred to in the definitions of
the
"Mortgages Trustee Transaction Account", the "Mortgages
Trustee
GIC Account", the "Funding Transaction Account", the "Funding
GIC
Account", any "Funding (Issuer) GIC Account", the "Funding 2
Transaction Account" or the "Funding 2 GIC Account" in the
Programme Master Definitions Schedule.
(m) Each of the Cash Manager and the Mortgages Trustee
undertakes
that, so far as it is able to procure the same, the
Mortgages
Trustee Bank Accounts and all instructions and Mandates in
relation thereto will continue to be operative and will not,
save
as provided in Clause 4.7 (Cash Management) herein or as
permitted
pursuant to the Bank Account Agreement, be changed without
the
prior written consent of the Funding Security Trustees (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
16
<PAGE>
or Mandates relating to the Mortgages Trustee Bank Accounts,
without the prior written consent of the Funding Security
Trustees, in accordance with Clause 4.2 (Amendment or
Revocation)
of the Bank Account Agreement.
(n) Each of the Cash Manager and Funding undertakes that, so far
as it
is able to procure the same, the Funding Bank Accounts and
all
instructions and Mandates in relation thereto will continue to
be
operative and will not, save as provided in Clause 4.7 (Cash
Management) herein or as permitted pursuant to the Bank
Account
Agreement or any Funding (Issuer) 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
the Funding Bank Accounts without the prior written consent of
the
Security Trustee, in accordance with Clause 4.2 (Amendment
or
Revocation) of the Bank Account Agreement or any Funding
(Issuer)
Bank Account Agreement, as the case may be.
(o) Each of the Cash Manager and Funding 2 undertakes that, so
far as
it is able to procure the same, the Funding 2 Bank Accounts
and
all instructions and Mandates in relation thereto will continue
to
be operative and will not, save as provided in Clause 4.7
(Cash
Management) herein or as permitted pursuant to the Funding 2
Bank
Account Agreement, be changed without the prior written consent
of
the Funding 2 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 the Funding 2 Bank
Accounts without the prior written consent of the Funding 2
Security Trustee, in accordance with Clause 4.2 (Amendment
or
Revocation) of the Funding 2 Bank Account Agreement.
4.6 Withdrawals: The Cash Manager may make withdrawals:
(a) on behalf of the Mortgages Trustee from the Mortgages
Trustee Bank
Accounts;
(b) on behalf of Funding from the Funding Bank Accounts, but
only:
(i) with the prior consent of the Security Trustee as
provided
under the Funding Deed of Charge or following receipt of a
request for withdrawal in writing from the Cash Manager on
behalf of Funding; and
(ii) until receipt of a Funding Intercompany Loan
Enforcement
Notice served by the Security Trustee on Funding (with a
copy to the Funding Secured Creditors as soon as reasonable
thereafter in accordance with and subject to the Funding
Deed of Charge);
(c) on behalf of Funding 2 from the Funding 2 Bank Accounts, but
only:
17
<PAGE>
(i) with the prior consent of the Funding 2 Security Trustee
as
provided under the Funding 2 Deed of Charge or following
receipt of a request for withdrawal in writing from the Cash
Manager on behalf of Funding 2; and
(ii) until receipt of a Funding 2 Intercompany Loan
Enforcement
Notice served by the Funding 2 Security Trustee on Funding 2
(with a copy to the Funding 2 Secured Creditors as soon as
reasonable thereafter in accordance with and subject to the
Funding 2 Deed of Charge),
as permitted by this Agreement and the other Transaction
Documents;
(d) on behalf of Funding 2 from the Funding 2 Swap Collateral
Account
as permitted by this Agreement and the other Transaction
Documents; and
(e) on behalf of Funding from the Funding Swap Collateral
Account as
permitted by this Agreement and other Transaction Documents.
4.7 Cash Management: In administering the Funding Bank Accounts
on behalf of
Funding and the Security Trustee, the Cash
|