CLIFFORD CHANCE LLP EXECUTION VERSION April 2018 NATIONAL WESTMINSTER BANK PLC AS CASH MANAGER ULSTER BANK IRELAND DAC AS SELLER AND SERVICER ARDMORE SECURITIES NO. 1 DESIGNATED ACTIVITY COMPANY AS ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED AS TRUSTEE CASH MANAGEMENT AGREEMENT
CONTENTS Clause Page 1. Interpretation... 2 2. Common Terms... 3 3. Appointment of the Cash Manager... 3 4. Appointment of Sub-Contractors... 5 5. Liability of the Cash Manager... 6 6. Force Majeure... 7 7. Costs and Expenses... 8 8. Remuneration... 8 9. Cash Manager Indemnity... 9 10. Payments,, Ledgers... 9 11. Powers of Attorney... 13 12. Records and Information... 13 13. Covenants and Representations of the Cash Manager... 16 14. Termination... 17 15. Appointment of Successor Cash Manager... 19 16. Counterparts... 20 Schedule 1 The Cash Management Services... 21 Schedule 2 Cash Management... 24 Schedule 3 Maintenance and Operation of Ledgers... 29 Schedule 4 Priorities of Payment... 35 Part A Pre-Enforcement Revenue Priority of Payments... 35 Part B Pre-Enforcement Principal Priority of Payments... 38 Schedule 5 Determinations and Reconciliations... 39 Schedule 6 Quarterly Investor Report... 40 Execution Pages... 41
THIS AGREEMENT is made on April 2018. BETWEEN: (1) NATIONAL WESTMINSTER BANK PLC whose registered number is 00929027, and whose registered office is at 250 Bishopsgate, London EC2M 4AA (in its capacity as cash manager as "Cash Manager" which expressions shall where the context permits, include such company and all persons or companies for the time being so appointed under the terms of this Agreement); (2) ULSTER BANK IRELAND DAC, a designated activity company limited by shares incorporated under the laws of Ireland with registered number 25766 and an address at Ulster Bank Group Centre, Georges Quay, Dublin 2, Ireland (in its capacities as the "Seller", the "Servicer"); (3) ARDMORE SECURITIES NO. 1 DESIGNATED ACTIVITY COMPANY, a designated activity company limited by shares incorporated under the laws of Ireland with registered number 616291 and an address at 28 Fitzwilliam Place, Dublin 2, Ireland (as the "Issuer"); and (4) BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, whose registered number is 02631386 and whose registered office is at One Canada Square, Canary Wharf, London, E14 5AL, in its capacity as trustee for and on behalf of the Noteholders and the other Secured Creditors as "Trustee" (which expression shall where the context permits, include such company and all other persons or companies for the time being so appointed under the terms of the Trust Deed). INTRODUCTION (A) (B) (C) The Seller has agreed to sell and the Issuer has agreed to purchase the beneficial interest in the Mortgage Portfolio together with the benefit of the Related Security for such Mortgage Loans on the terms and subject to the conditions set out in the Mortgage Sale Agreement. On the Closing Date, the Issuer will issue the Notes. The Cash Manager has agreed to provide cash management services to the Issuer in respect of the Mortgage Loans and their Related Security and the Notes on the terms and subject to the conditions contained in this Agreement. THE PARTIES AGREE as follows: 1. INTERPRETATION Unless otherwise defined in this Agreement or the context otherwise requires, words and expressions used in this Agreement have the meanings and constructions ascribed to them in the Master Definitions Schedule set out in Schedule 1 (Master Definitions Schedule) of the incorporated terms memorandum which is dated on or before the date of this Agreement and signed for the purpose of identification by the parties to this Agreement and others (as the same may be amended, restated, varied or supplemented from time to time with the consent of the parties to this Agreement, the "Incorporated Terms Memorandum"). This Agreement shall be construed in - 2-
accordance with the principles of construction and interpretation set out in such Master Definitions Schedule. 2. COMMON TERMS 2.1 Incorporation of Common Terms The Common Terms apply to this Agreement and shall be binding on the parties to this Agreement as if set out in full in this Agreement. 2.2 Conflict with Common Terms If there is any conflict between the provisions of the Common Terms and the provisions of this Agreement, the provisions of this Agreement shall prevail, save for where any provision of this Agreement relates to VAT, in which case the VAT provisions of the Common Terms shall prevail. 2.3 Obligor / Obligee For the purpose of this Agreement, Paragraph 1 (Further Assurance) of Part 1 (General Legal Terms) of the Common Terms applies to this Agreement as if set out in full in this Agreement, and as if the Cash Manager were the Obligor and each of the Issuer and the Trustee were an Obligee for the purposes of such Paragraph. 2.4 Governing Law and Jurisdiction This Agreement and all non-contractual obligations arising out of or in connection with it shall be governed by English law in accordance with Paragraph 1 (Governing Law of English Law Transaction Documents) of Part 3 (Governing Law Provisions) of the Common Terms. Paragraph 2 (Jurisdiction of English Law Transaction Documents) of Part 3 (Governing Law Provisions) of the Common Terms applies to this Agreement as if set out in full in this Agreement. 3. APPOINTMENT OF THE CASH MANAGER 3.1 Appointment Subject to Clause 3.3 (Condition precedent) and until termination pursuant to Clause 14 (Termination), the Issuer hereby appoints the Cash Manager as its lawful agent on its behalf: 3.1.1 to provide the services set out in this Agreement (including, without limitation, the Schedules to this Agreement); and 3.1.2 to perform any other functions imposed on the Cash Manager in such capacity by the terms of the Account Bank Agreement, (the "Cash Management Services"). The Cash Manager hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Trustee consents to the appointment of the Cash Manager by the Issuer on the terms of and subject to the conditions of this Agreement. - 3-
3.2 The Cash Manager's authority limited In connection with the powers conferred on it by Clause 3.1 (Appointment), the Cash Manager shall during the continuance of its appointment hereunder, subject to the terms and conditions of this Agreement, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the Cash Management Services provided that: 3.2.1 neither the Issuer nor its directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Cash Manager may give with respect to the operating and financial policies of the Issuer and the Cash Manager hereby acknowledges that all powers to determine such policies are, and shall at all times remain, vested in the Issuer (and its directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso; and 3.2.2 the Cash Manager shall have no authority by virtue of this Agreement to act for or to represent the Issuer as agent or otherwise save in respect of those functions and duties which it is authorised to perform and discharge by this Agreement and in the period during which this Agreement so authorises it to perform and discharge these functions and duties. 3.3 Condition precedent The appointment and obligations of the Cash Manager pursuant to Clause 3.1 (Appointment) are conditional upon the issue of the Notes having taken place and shall take effect upon and from the Closing Date automatically without any further action on the part of any person provided that if the issue of the Notes has not occurred by the Closing Date, or such later date as the Issuer and the Arranger may agree and notify in writing to the Cash Manager, this Agreement shall cease to be of further effect. 3.4 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 any business similar to or in competition with any business of the Issuer. 3.5 Performance by Cash Manager The performance by the Cash Manager of the Cash Management Services shall be subject to the Cash Manager receiving the relevant information from the Servicer and the other parties to the Transaction Documents. The Cash Manager shall not be responsible for performing (other than the Cash Management Services), monitoring and/or supervising the performance of the other parties to, and their respective obligations under the Transaction Documents. - 4-
4. APPOINTMENT OF SUB-CONTRACTORS 4.1 Appointment of sub-contractors The Cash Manager may subcontract or delegate the performance of all or any of its powers and obligations under this Agreement provided that (and subject to Clause 4.2 (Exceptions)): 4.1.1 the Cash Manager shall use all reasonable skill and care in the selection of any sub-contractor or delegate; 4.1.2 written notification of any such appointment shall be given to each of the Issuer, the Trustee and the Rating Agencies. 4.1.3 where the arrangements involve or may involve the receipt by the subcontractor or delegate of monies belonging to the Issuer or in which the Issuer otherwise has an interest which in accordance with this Agreement are to be paid to the Issuer or a bank account of the Issuer, the sub-contractor or delegate has executed a declaration in form and substance acceptable to the Issuer and the Trustee that any such monies held by it or to its order shall be held on trust for the Issuer and paid forthwith into the Transaction Account or any other appropriate Account in accordance with the terms of this Agreement and any other applicable Transaction Document; 4.1.4 where the arrangements may require the sub-contractor or delegate to hold any assets of the Issuer or in which the Issuer otherwise has an interest, it has executed an acknowledgement in form and substance satisfactory to the Issuer and the Trustee acknowledging the Issuer's ownership of or interest in such assets and the creation of the Security; 4.1.5 any such sub-contractor or delegate has delivered a written waiver of any Encumbrance arising in connection with such delegated Cash Management Services to the Issuer and the Cash Manager (copied to the Trustee) (to the extent that such Encumbrance relates to any amount referred to in Clause 4.1.3 or any asset referred to in Clause 4.1.4); 4.1.6 it shall be a term of any such arrangements that the sub-contractor or delegate has, and shall maintain, all requisite licences, approvals, authorisations, permissions and consents, including without limitation, any necessary notifications under the Data Protection Legislation and licences under the CCA, to enable it to fulfil its obligations under or in connection with any such arrangements and the Cash Manager will use reasonable endeavours to ensure that any such sub-contractor or delegate does so and submits on a timely basis all applications and requests for any further licences, approvals, authorisations and consents required by such sub-contractor or delegate in connection with the fulfilment of its obligations under any such arrangement; and 4.1.7 subject to Clause 7.1 (The Issuer to reimburse the Cash Manager) the Cash Manager shall be solely responsible for any fees and expenses payable to any sub-contractor or delegate and the Issuer shall not have any obligation in respect of any Liabilities payable to or suffered or incurred by such sub- - 5-
4.2 Exceptions contractor or delegate or arising from the entering into, the amendment or the termination of any arrangement with any sub-contractor or delegate. The provisos in Clauses 4.1.2, 4.1.3, 4.1.4 and 4.1.5 shall not apply: 4.2.1 to the engagement by the Cash Manager of: (a) (b) any receiver, solicitor, valuer, surveyor, accountant, estate agent, insolvency practitioner, licensed conveyancer, qualified conveyancer or other professional adviser acting as such; or any documentation retention service or document storage facility; in any such case being a reputable person or persons with appropriate experience, in connection with the performance by the Cash Manager of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or 4.2.2 the delegation to or appointment of an Affiliate of the Cash Manager. 4.3 The Cash Manager remains liable Notwithstanding any subcontracting or delegation of the performance of its obligations under this Agreement, the Cash Manager shall not thereby be released or discharged from any liability whatsoever hereunder and shall remain responsible for the performance of all of the obligations of the Cash Manager under this Agreement, and the performance or non-performance or the manner of performance by any sub-contractor or delegate of any of the Cash Management Services shall not affect the Cash Manager's obligations under this Agreement and any breach in the performance of the Cash Management Services by such sub-contractor or delegate shall, be treated as a breach of this Agreement by the Cash Manager provided that in the circumstances specified in Clause 14.1 (Cash Manager Termination Events) the Cash Manager shall, as provided therein, be entitled to the longer period to remedy any breach specified in such Clause 14.1 (Cash Manager Termination Events) before it constitutes a Cash Manager Termination Event than would otherwise be the case. 5. LIABILITY OF THE CASH MANAGER 5.1 The Cash Manager's liability The Cash Manager shall have no obligation in respect of any Liabilities suffered or incurred by the Issuer and/or the Trustee and/or any other person as a result of the performance by the Cash Manager of the Cash Management Services save to the extent that any such Liabilities are suffered or incurred as a result of any Breach of Duty on the part of the Cash Manager or its sub-contractors or delegates. 5.2 Indemnity The Cash Manager shall indemnify each of the Issuer and the Trustee on demand for any Liabilities suffered or incurred by the Issuer or the Trustee in respect of any - 6-
Breach of Duty on the part of the Cash Manager in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents. 5.3 No liability for consequential loss Notwithstanding any provision of this Agreement to the contrary, the Cash Manager shall not in any event be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Cash Manager has been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage made in negligence, for breach of contract or otherwise. 5.4 Reliance on other parties The Cash Manager shall (in the absence of manifest error) be entitled to rely upon the accuracy of any notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager (including for the avoidance of doubt, the Servicer Report Information) by any party to the Transaction Documents in connection with the Transaction Documents and (in the absence of manifest error) no liability to the Issuer or the Trustee shall attach to the Cash Manager as a result of the Cash Manager having relied on any such notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager in connection with the Transaction Documents by any person. 5.5 The Cash Manager not liable for the Issuer The Obligations are solely the obligations of the Issuer and, except as otherwise expressly provided in this Agreement and the other Transaction Documents, the Cash Manager shall not have any liability to the Issuer, the Trustee or any other person for the Obligations of the Issuer: 5.5.1 under any of the Transaction Documents or otherwise; 5.5.2 in respect of any payment due and payable by the Issuer, and nothing herein shall constitute a guarantee, or similar obligation by the Cash Manager in respect thereof or oblige the Cash Manager to lend or provide any sum to the Issuer (other than as expressly contemplated by the Transaction Documents). 6. FORCE MAJEURE 6.1 The Cash Manager not liable for obligations If the Cash Manager is rendered unable to carry out its obligations under this Agreement due to any Force Majeure Event, in each case to the extent these are beyond the Cash Manager's control, or any other circumstances beyond its control, the Cash Manager shall not be liable for any failure to carry out its obligations under this Agreement which are affected by the event in question and, for so long as such circumstances continue, shall be relieved of its obligations under this Agreement which are affected by the event in question without liability provided that this Clause - 7-
shall not apply if any such event arose as a result any Breach of Duty on the part of the Cash Manager. 6.2 Mitigation The Cash Manager shall, notwithstanding that it is relieved from its obligations pursuant to Clause 6.1 (The Cash Manager not liable for obligations), take all reasonable steps available to it to procure that any event described in Clause 6.1 (The Cash Manager not liable for obligations) ceases to exist and take all practical steps to minimise any Liabilities arising from any such event. 6.3 The Cash Manager to notify inability to carry out obligations If the Cash Manager is prevented from carrying out any of its obligations under this Agreement as a result of any event referred to in Clause 6.1 (The Cash Manager not liable for obligations), the Cash Manager shall give notice to the Issuer and the Trustee as soon as reasonably practicable after being so prevented, detailing the particulars of such event. 6.4 The Cash Manager disentitled to fees If the Cash Manager is prevented from performing any of its obligations under this Agreement as a result of any event referred to in Clause 6.1 (The Cash Manager not liable for obligations), the Cash Manager shall not be entitled to be paid its fees but shall remain entitled to reimbursement of any costs and expenses pursuant to Clause 7 (Costs and Expenses). 7. COSTS AND EXPENSES 7.1 The Issuer to reimburse the Cash Manager The Issuer will on each Interest Payment Date in accordance with the Pre- Enforcement Revenue Priority of Payments or, as the case may be, on any date in accordance with the Post-Enforcement Priority of Payments, reimburse the Cash Manager for all properly incurred out-of-pocket costs, expenses and charges properly incurred by the Cash Manager in the performance of the Cash Management Services in respect of the Collection Period immediately preceding such Interest Payment Date other than any such costs, charges and expenses which this Agreement specifically states are the responsibility of the Cash Manager and evidenced by the Cash Manager (including any such costs, expenses or charges not reimbursed to the Cash Manager on any previous date for payment) and the Cash Manager shall, upon written request supply the Issuer with a copy of an appropriate VAT invoice issued by the person making the supply to which such costs, expenses and/or charges relate. 8. REMUNERATION 8.1 Cash Management Fees The Issuer shall pay to the Cash Manager a fee for its services under this Agreement of 8,500 per annum which shall be payable in arrear on each Interest Payment Date in accordance with the Pre-Enforcement Revenue Priority of Payments or, as the case may require, the Post-Enforcement Priority of Payments. - 8-
8.2 Successor Cash Manager Fees If the appointment of the Cash Manager is terminated pursuant to Clause 14 (Termination) and a Successor Cash Manager is appointed the Cash Management Fees shall be calculated on the terms agreed with such successor Cash Manager. 8.3 Cash Manager recourse only to the Issuer for Cash Management Fees The Cash Manager acknowledges that it shall not have recourse against any party to this Agreement other than the Issuer for the fees described in Clause 8.1 (Cash Management Fees) and Clause 8.2 (Successor Cash Manager Fees). 9. CASH MANAGER INDEMNITY 9.1 Indemnity for communication 9.1.1 The Issuer shall indemnify and hold harmless the Cash Manager against any actual loss, obligation, action, cause of action, damage, claim, cost, charge, demand and expense, including in respect of Taxes and professional fees incurred by the Cash Manager, arising from: 9.1.2 the giving or receiving of any certificate, consent, notice, instruction or other communication by the Issuer or any other party on its behalf in accordance with this Agreement; or 9.1.3 the exercise or performance or attempted exercise or performance by the Cash Manager of each of the powers, authorities, duties, discretions and obligations or any other action taken by the Cash Manager with a view to or in connection with the provision of the Cash Management Services in accordance with the terms of this Agreement. 9.2 Indemnity excluded The indemnity contained in Clause 9.1 (Indemnity for communication) shall not extend to any loss, obligation, action, cause of action, damage, claim, cost, charge, demand and expense, including in respect of Taxes and professional fees incurred by the Cash Manager to the extent that the same arises from any Breach of Duty of the Cash Manager or its officers, employees, subcontractors or delegates (as the case may be). 9.3 Indemnity to survive The indemnity set out in Clause 9.1 (Indemnity for communication) shall survive any expiry or termination of this Agreement. 10. PAYMENTS, ACCOUNTS, LEDGERS 10.1 10.1.1 The Cash Manager hereby confirms that the Transaction Account and the Issuer Profit Account have been established on or before the date hereof pursuant to the Account Bank Agreement and that the Transaction Account - 9-
Mandate and the Issuer Profit Account Bank Mandate in the agreed form will apply thereto on and from the Closing Date. The Cash Manager undertakes (to the extent to which the same is within its control) that it will not knowingly create or permit to subsist any Encumbrance in relation to the other than as created under or permitted pursuant to the Irish Deed of Charge. 10.1.2 The Issuer and the Seller confirm to the Cash Manager that the Issuer, the Seller, the Trustee and the Collection Account Bank have entered into the Collection Account Declaration of Trust in respect of the Collection Account. 10.2 Ledgers 10.2.1 The Cash Manager shall open and maintain in the books of the Issuer, the following Ledgers in the Transaction Account: (a) (b) (c) (d) the Principal Ledger; the Revenue Ledger; the General Reserve Ledger; and the Liquidity Reserve Ledger, (together, the "Ledgers") and shall make credits and debits to the Ledgers in accordance with the provisions of Schedule 3 (Maintenance and Operation of Ledgers). All such Ledgers shall together reflect the aggregate of all amounts of cash standing to the credit of the Transaction Account and all amounts invested in Authorised Investments purchased from time to time utilising amounts standing to the credit of the ; 10.2.2 the Ledgers will not be required to be kept in physical form and when it is stated in any Transaction Document that amounts are standing to the credit of any relevant Ledger this means that amounts can be identified as being of the particular nature to be recorded on such Ledger; 10.2.3 the Cash Manager shall also open and maintain four sub-ledgers on the Principal Deficiency Ledger which record, inter alia, deficiencies arising from Losses, any Warehoused Mortgage Account Amount and any Provisional Arrears Allocation on the Mortgage Portfolio and allocated against each class of Notes (other than the Class X Notes) and corresponding drawings from or debits to the Principal Ledger used to cover a Further Class A Shortfall, as further described in Schedule 3 (Maintenance and Operation of Ledgers); and 10.2.4 except in the case of the Principal Deficiency Ledger, an item shall be recorded in respect of any of the Ledgers and the corresponding payment or transfer (if any) may only be made from the Transaction Account to the extent that such entry does not cause the relevant Ledger or Ledgers to have a debit balance. - 10-
10.3 Bank 10.3.1 The Cash Manager shall take all reasonable steps to procure that the following amounts are paid into the Transaction Account: (a) (b) (c) all Revenue Receipts; all Principal Receipts; and any other amounts whatsoever received by or on behalf of the Issuer after the Closing Date, and the Cash Manager shall take all reasonable steps to procure that all interest earned on the and all investment proceeds from Authorised Investments purchased with amounts standing to the credit of the Transaction Account are credited to the Transaction Account. 10.3.2 The Cash Manager shall take all reasonable steps to procure that the following amounts, to the extent such amounts have not already been credited to the Transaction Account, are paid into the Transaction Account on each Interest Payment Date: (a) (b) all Available Revenue Receipts; and all Available Principal Receipts, each of which shall be paid out in accordance with the relevant Priorities of Payments. 10.3.3 The Cash Manager shall procure that the Issuer Profit Amount is paid into the Issuer Profit Account on each Interest Payment Date in accordance with the Pre-Enforcement Revenue Priority of Payments, or as the case may be, the Post-Enforcement Priority of Payments. 10.3.4 The Cash Manager shall procure that all transfers and withdrawals of amounts standing to the credit of the relevant shall be made in accordance with the provisions of this Agreement, the Account Bank Agreement and the Irish Deed of Charge. 10.3.5 Each of the payments into the Transaction Account referred to in Clauses 10.3.1 and 10.3.2 shall be made forthwith upon receipt by the Issuer or the Cash Manager, as the case may be, of the amount in question. 10.3.6 As soon as reasonably practicable after becoming aware of the same, the Cash Manager shall withdraw cash from the relevant 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. 10.3.7 Upon the Cash Manager becoming aware, the Cash Manager shall as soon as reasonably practicable notify each of the Issuer and the Trustee of any additional account which supplements or replaces any account specifically - 11-
referred to in the definition of the "Transaction Account" or "Issuer Profit Account" in the Master Definitions Schedule. 10.3.8 Each of the Cash Manager and the Issuer undertakes that, so far as it is able to procure the same, each of the and all instructions and mandates in relation thereto will continue to be operative and will not, save as permitted pursuant to the Account Bank Agreement, be changed (or merged with any other account) without the prior written consent of the Trustee except that the Cash Manager may change the Authorised Signatories in respect of any instructions or mandates relating to such without the prior written consent of the Trustee, in accordance with clause 4 (Notices, Instructions and other Communications) of the Account Bank Agreement. 10.3.9 The Cash Manager and the Issuer agree that the Cash Manager shall procure that the amount of the Subordinated Loan Advance made available to the Issuer pursuant to the Subordinated Loan Agreement for the purposes of funding: (a) (b) the Liquidity Reserve Fund, up to the Liquidity Reserve Fund Required Amount, shall be credited to the Transaction Account promptly upon receipt by the Issuer and the Liquidity Reserve Ledger shall record such credit; and the Expenses, shall be credited to the Transaction Account promptly upon receipt of such amounts by the Issuer and be paid accordingly to the relevant parties by the Cash Manager and, once all Expenses have been paid, to the extent that the amount of the Subordinated Loan Advance exceeds the amounts required by the Issuer to meet the Expenses, such amounts will be repaid to the Subordinated Loan Provider in accordance with the relevant Priority of Payments on the next following Interest Payment Date. 10.3.10 The Cash Manager and the Issuer agree that the Cash Manager shall procure that the amount of any Servicer Facility Advance made available to the Issuer pursuant to the Servicer Facility Advance Agreement shall be credited to the Transaction Account promptly upon receipt of such amounts by the Issuer and be paid accordingly to the relevant parties by the Cash Manager. 10.4 Withdrawals before and after an Enforcement Notice 10.4.1 The Cash Manager may make withdrawals on behalf of the Issuer from the Transaction Account as permitted by this Agreement, the Account Bank Agreement and the Irish Deed of Charge including, without limitation, any Principal Receipts that are to be applied by the Servicer (on behalf of the Issuer) to fund the granting of any Further Advances in accordance with the Mortgage Sale Agreement until the Cash Manager receives a copy of an Enforcement Notice delivered by the Trustee to the Issuer, but shall not in carrying out its functions as Cash Manager under this Agreement otherwise make withdrawals from the Transaction Account. - 12-
10.4.2 Upon and following receipt by the Cash Manager of a copy of an Enforcement Notice, no amount may be withdrawn from the by the Cash Manager without the prior written consent of the Trustee. 10.5 Cash Management 10.5.1 In administering the relevant on behalf of the Issuer, the Cash Manager shall comply with the provisions of the Schedules prior to receipt by the Cash Manager of a copy of any Enforcement Notice delivered by the Trustee to the Issuer. 10.5.2 On and following receipt of a copy of such Enforcement Notice, the Cash Manager shall (i) act in accordance with the instructions of the Trustee or any Appointee appointed by the Trustee on the terms of this Agreement (with consequential amendments as necessary and except that the Trustee's or any such Appointee's liability under this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Cash Manager will be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Documents in relation to the Notes on the terms of the Trust Deed and available to the Trustee for such purposes) and (ii) hold all documents and records held by it in respect of the Cash Management Services to the order of the Trustee or any Appointee of the Trustee and (iii) hold all sums in the relevant and all documents and records to or to the order of the Trustee. 10.6 Excess amounts to be paid as a Class X Payment To the extent that on any Interest Payment Date, any amounts are held by the Issuer after paying or providing for items in the relevant Priorities of Payments ranking in priority to the amounts payable on the Class X Notes (other than the amounts in the General Reserve Fund and the Liquidity Reserve Fund and amounts representing Issuer Profit Amount) such amounts shall be distributed by the Cash Manager on behalf of the Issuer to the Seller as a Class X Payment. 11. POWERS OF ATTORNEY The Issuer 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 reasonably necessary to enable the Cash Manager to perform the Cash Management Services. 12. RECORDS AND INFORMATION 12.1 Maintenance of Records The Cash Manager shall keep and maintain records in relation to the Cash Management Services in a form appropriate for all taxation purposes, including without limitation, VAT. - 13-
12.2 Use of I.T. systems 12.2.1 The Cash Manager covenants that it or any entity that it has sub-contracted to pursuant to Clause 4.2.2 (Exceptions) does have, at the date hereof in respect of the software which is to be used by the Cash Manager or the relevant Sub- Contractor in providing the Cash Management Services, and for the duration of this Agreement it shall ensure it or the relevant Sub-Contractor has: (a) (b) in place all necessary licences and/or consents from the respective licensor or licensors (if any) of such software; and except in so far as it would breach any other of its legal obligations, granted to any person to whom it may subcontract or delegate the performance of all or any of its powers and obligations under this Agreement and/or to such person as the Issuer elects as a successor 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 or shall use all reasonable endeavours to ensure that such sub-contractor or delegate can access the Cash Manager's software and/or data files insofar as it is necessary for the sub-contractor or delegate to carry out the relevant Cash Management Services. 12.2.2 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. 12.2.3 The Cash Manager shall pass to any person to whom it may subcontract or delegate the performance of all or any of its powers and obligations under this Agreement and/or to such person as the Issuer elects as a successor 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. 12.3 Bank Account Statements The Cash Manager shall take all reasonable steps to ensure that it receives a bank statement from the Account Bank in relation to each of the Transaction Account and the Issuer Profit Account (as provided for in the Account Bank Agreement) and that it furnishes a copy of such statements to the Issuer and the Trustee upon request. 12.4 Access to Books and Records Subject to all applicable laws, the Cash Manager shall permit the Issuer, the Trustee and any other person nominated by either of them (to whom the Cash Manager has no reasonable objection) and each of their respective auditors upon reasonable notice during normal office hours 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 and the performance of the Cash Management Services. - 14-
12.5 Statutory Obligations Without prejudice to the role of and in conjunction with the Corporate Services Provider under the Corporate Services Agreement and the Servicer under the Servicing Agreement, the Cash Manager will use its reasonable endeavours, on behalf of the Issuer, to assist the Auditors and provide such information to them on an annual basis as they shall reasonably request for the purpose of carrying out their duties as Auditors provided such information is in the possession of the Cash Manager and the Cash Manager will provide it in the format in which it is held. 12.6 Information Covenants 12.6.1 In addition to the provision of the Servicer Report Information to the Cash Manager, the Servicer shall provide to the Cash Manager, upon request, all the information in respect of the Issuer and the Notes which the Cash Manager requires to enable it to prepare the Quarterly Investor Report in accordance with the provisions of this Agreement. 12.6.2 The Cash Manager shall notify the Rating Agencies in writing of the details of any other information relating its role as Cash Manager or its business and financial condition as the Rating Agencies may reasonably request in connection with its obligations under this Agreement, provided that such request does not adversely interfere with the Cash Manager's day-to-day provision of the Cash Management Services or other services under the other terms of this Agreement. 12.6.3 The Cash Manager shall, at the request of the Issuer and/or the Trustee furnish the Issuer and/or the Trustee with such other information relating to its business and financial condition as it may be reasonable for the Trustee and/or the Issuer and/or the Seller to request in connection with this Agreement and the Cash Management Services provided that: (a) (b) the Issuer and/or the Trustee (as appropriate) shall not make such a request more than once every three months unless, in the opinion of the Trustee, an Event of Default, Potential Event of Default or a Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur in which event the Trustee may request such information at any time; and such request from the Issuer or the Trustee 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. 12.6.4 The Cash Manager shall notify the Issuer and the Trustee in writing of the details of any Event of Default or Potential Event of Default promptly upon becoming aware of such occurrence. 12.6.5 The Cash Manager will on and from the month in which the first Interest Payment Date falls (assuming delivery by the Servicer to the Cash Manager of the Servicer Report Information by no later than the 4 th Business Day prior to the Calculation Date relating to the relevant Interest Payment Date) provide - 15-
the Quarterly Investor Report by no later than the Interest Payment Date, to the Issuer, the Servicer, the Trustee, the Noteholders and Bloomberg. 13. COVENANTS AND REPRESENTATIONS OF THE CASH MANAGER 13.1 Cash Manager Representations and Warranties The Cash Manager represents and warrants to the Issuer and the Trustee on the terms of the Cash Manager Warranties on the Closing Date. 13.2 Cash Manager Covenants as to the Cash Management Services The Cash Manager covenants with and undertakes to each of the Issuer and the Trustee that, without prejudice to any of its specific obligations under this Agreement, it will: 13.2.1 perform its obligations under this Agreement in accordance with good practice according to market standards so as to ensure that amounts received are monitored, allocated, transferred and paid out in accordance with the terms of the Priorities of Payments and the Transaction Documents; 13.2.2 devote all due amounts of time and attention to and exercise such level of skill, care and diligence in the performance of its obligations and the exercise of its discretions under this Agreement as is appropriate in accordance with good practice according to market standards; 13.2.3 comply with any proper directions, orders and instructions which the Issuer or, following delivery of an Enforcement Notice, the Trustee may from time to time give to it in accordance with the provisions of this Agreement; 13.2.4 keep in force all licences, approvals, authorisations, consents, permissions and registrations which may be necessary in connection with the performance of the Cash Management Services and prepare and submit on a timely basis all necessary applications and requests for any further licences, approvals, authorisations, consents, permissions and registrations required by the Cash Manager in connection with the performance of the Cash Management Services; 13.2.5 not knowingly fail to comply with any legal or regulatory requirements relating to the performance of the Cash Management Services; 13.2.6 perform the Cash Management Services in such a way as not to prejudice the continuation of any licences, approvals, authorisations, consents, permissions or registrations required by the Issuer in connection with the Issuer's business. 13.2.7 not, without the prior written consent of the Trustee, amend or terminate any of the Transaction Documents to which it is a party; and 13.2.8 keep general books of account and records and make these available to the Issuer and the Trustee within normal working hours. - 16-
13.3 Continuation of Covenants The covenants of the Cash Manager contained in this Clause 13 shall remain in force until the Cash Manager's appointment is terminated in accordance with this Agreement but without prejudice to any right or remedy of the Issuer or the Trustee arising from any breach of any such covenant prior to the date of termination. 14. TERMINATION 14.1 Cash Manager Termination Events If any of the following events (each a "Cash Manager Termination Event") shall occur: 14.1.1 default is made by the Cash Manager in the giving of a payment instruction, on the due date, in respect of any payment due and payable by it under this Agreement (provided that in each case there are funds available for such payment standing to the credit of the relevant ) and such default (where capable of remedy) continues unremedied for a period of five Business Days after the earlier of the Cash Manager becoming aware of such default and the receipt by the Cash Manager of written notice from the Issuer (prior to the delivery of an Enforcement Notice) or the Trustee (after the delivery of an Enforcement Notice) as the case may be requiring the same to be remedied; or 14.1.2 default is made by the Cash Manager in the performance or observance of any of its other material covenants and obligations under the Cash Management Agreement, and such default continues unremedied for a period of 30 Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of an Enforcement Notice) the Trustee, as the case may be, requiring the same to be remedied; 14.1.3 an Insolvency Event occurs with respect to the Cash Manager; 14.1.4 it becomes unlawful for the Cash Manager to perform or comply with its obligations under this Agreement or under any other Transaction Document, then the Issuer (prior to the delivery of an Enforcement Notice and with the prior written consent of the Trustee) or the Trustee (after the delivery of an Enforcement Notice) may at once or at any time thereafter when such default continues upon becoming aware of the relevant Cash Manager Termination Event, deliver a notice (a "Cash Manager Termination Notice") of such Cash Manager Termination Event to the Cash Manager (with a copy to the Issuer or the Trustee, as applicable) to terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the Cash Manager Termination Notice) specified in the Cash Manager Termination Notice (the "Cash Manager Termination Date") provided that, the Cash Manager's appointment shall not be terminated until a successor Cash Manager has been appointed in accordance with Clause 15 (Appointment of Successor Cash Manager). - 17-
14.2 Resignation of Cash Manager The appointment of the Cash Manager under this Agreement may be terminated by the Cash Manager upon the expiry of not less than 60 days' written notice of termination given by the Cash Manager to the Issuer with a copy to the Trustee (or such shorter time as may be agreed between the Cash Manager, the Issuer and the Trustee) provided that a successor Cash Manager shall be appointed in accordance with Clause 15 (Appointment of Successor Cash Manager), such appointment to be effective not later than the date of such termination and the Issuer shall notify the Rating Agencies in writing of the identity of such successor Cash Manager along with details of the proposed successor Cash Manager's proposed fees. 14.3 Cash Manager's authority terminated On and after termination of the appointment of the Cash Manager under this Agreement pursuant to this Clause 14 (Termination): 14.3.1 all authority and power of the Cash Manager under this Agreement shall be terminated and be of no further effect; and 14.3.2 the Cash Manager shall not thereafter hold itself out in any way as the agent of the Issuer pursuant to this Agreement. 14.4 Post Termination Action Upon termination of the appointment of the Cash Manager under this Agreement pursuant to this Clause 14 (Termination), the Cash Manager shall: 14.4.1 as soon as reasonably practicable, deliver (and in the meantime hold on trust for, and to the order of the Issuer) to the Issuer or as it shall direct, the Cash Manager Records and any other records in its possession or under its control relating to the affairs of or belongings of the Issuer and (if practicable, on the date of receipt), any monies then held by the Cash Manager on behalf of the Issuer and any other assets of the Issuer; 14.4.2 take such further action as the Issuer or (following delivery of an Enforcement Notice) the Trustee shall reasonably direct at the expense of the Issuer (including in relation to the appointment of a Successor Cash Manager); 14.4.3 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 14.4.4 co-operate and consult with and assist the Issuer and/or the Trustee (as applicable) and their nominees or (in case of the Trustee) Appointees (which shall, for the avoidance of doubt, include any Receiver and any Successor Cash Manager appointed by the Issuer), 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 Cash Manager. - 18-
14.5 Notice of Cash Manager Termination Event The Cash Manager shall deliver to the Issuer and the Trustee as soon as reasonably practicable but in any event within three Business Days of becoming aware thereof notice of any Cash Manager Termination Event or any event which with the giving of notice, lapse of time or certification would constitute the same. Such notification shall specify which event in Clause 14.1 (Cash Manager Termination Events) has occurred and was the cause of the Cash Manager Termination Event (or the event which with the giving of notice, lapse of time or certification would constitute a Cash Manager Termination Event) and shall include a description of such Cash Manager Termination Event and, if relevant, a reference to the provision in this Agreement or the other Transaction Documents which the Cash Manager has breached. 14.6 No prejudice to accrued claims and set-off Termination of this Agreement or the appointment of a successor Cash Manager under this Agreement shall be without prejudice to the Liabilities of the Issuer to the Cash Manager or the Liabilities of the Cash Manager to the Issuer and the Trustee 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 Issuer or the Trustee. 14.7 Expiry Unless terminated earlier, this Agreement shall terminate at such time as the Issuer has no further interest in the Mortgage Loans or their Related Security and all indebtedness of the Issuer has been repaid in full. 14.8 Payments on termination On termination of the appointment of the Cash Manager under the provisions of this Clause 14 (Termination), the Cash Manager shall be entitled to receive all fees and other monies accrued up to (and including) 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 the Issuer, on the dates on which they would otherwise have fallen due hereunder. 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 the Issuer other than under this Agreement. 14.9 Continuation of Provisions Any provision of this Agreement which is stated to continue after termination of the Agreement shall remain in full force and effect notwithstanding termination. 15. APPOINTMENT OF SUCCESSOR CASH MANAGER 15.1 Identification of successor Cash Manager Upon termination of the appointment of the Cash Manager under this Agreement pursuant to Clause 14 (Termination), the Issuer shall use its reasonable endeavours to appoint a successor Cash Manager who satisfies the conditions set out in Clause 15.2 (Conditions applicable to the successor Cash Manager) below. - 19-
15.2 Conditions applicable to the successor Cash Manager The successor Cash Manager shall: 15.2.1 have the requisite cash management experience to perform the functions to be given to it under the cash management agreement and have the prior written approval of the Issuer and the Trustee; 15.2.2 enter into an agreement with the Issuer and the Trustee substantially on the terms of this Agreement, and at fees which are consistent with those payable generally at the relevant time for the provision of cash management services for transactions similar to the Transaction; and 15.2.3 be an entity, the appointment of which shall not result in a downgrade, withdrawal or qualification of the then current ratings of the Rated Notes, unless the relevant Noteholders otherwise agree by an Extraordinary Resolution. 15.3 Security over Successor Cash Management Agreement The Issuer shall, promptly following the execution of the agreement required pursuant to Clause 15.2.2, create security over its interest in such agreement in favour of the Trustee on the terms of the English Deed of Charge mutatis mutandis, to the satisfaction of the Trustee. 15.4 Cost related to Cash Manager appointment The costs and expenses related to the appointment of the successor Cash Manager shall be for the account of the Issuer. 16. COUNTERPARTS This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF the parties have caused this Agreement to be executed on the day and year first before written. - 20-