Exhibit 4.9
Dated 19 January 2005
NORTHERN ROCK PLC
as Issuer Cash Manager
GRANITE MASTER ISSUER PLC
as Master Issuer
- and -
THE BANK OF NEW YORK
as Issuer Security Trustee
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ISSUER CASH MANAGEMENT AGREEMENT
(as amended by a Deed of Amendment
dated August 2005)
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SIDLEY AUSTIN BROWN & WOOD
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
REF: 30507-30040/883284
CONTENTS
1. Definitions and Interpretation........................................1
2. Appointment of Issuer Cash Manager....................................2
3. The Issuer Cash Management Services...................................2
4. Payments, Accounts, Ledgers...........................................3
5. No Liability..........................................................8
6. Costs and Expenses....................................................8
7. Information...........................................................9
8. Remuneration.........................................................11
9. Covenants, Representations and Warranties of Issuer Cash Manager.....11
10. Issuer Cash Management Services Non-Exclusive........................12
11. Termination..........................................................12
12. Further Assurances...................................................15
13. Miscellaneous........................................................16
14. Confidentiality......................................................16
15. No Partnership.......................................................17
16. Assignment...........................................................17
17. The Issuer Security Trustee..........................................17
18. New Notes............................................................18
19. Non Petition Covenant; Limited Recourse..............................18
20. Amendments and Waiver................................................19
21. Notices..............................................................20
22. Third Party Rights...................................................21
23. Execution in Counterparts; Severability..............................21
24. Governing Law and Jurisdiction; Appropriate Forum....................21
SCHEDULE 1 The Issuer Cash Management Services...........................22
SCHEDULE 2 Cash Management and Maintenance of Ledgers....................25
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CONTENTS
SCHEDULE 3 Form of Issuer Quarterly Report...............................32
SCHEDULE 4 Issuer Cash Manager Representations and Warranties............35
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THIS ISSUER CASH MANAGEMENT AGREEMENT is made on 19 January 2005
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 the Issuer Cash Manager;
(2) GRANITE MASTER ISSUER PLC (registered number 5250668), a public limited
company incorporated under the laws of England and Wales whose
registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as
the Master Issuer; and
(3) THE BANK OF NEW YORK, whose principal office is at 48th Floor, One
Canada Square, London E14 5AL, in its capacity as Issuer Security
Trustee.
WHEREAS:
(A) On the first Closing Date following the Funding 2 Programme Date, and on
subsequent Closing Dates, the Master Issuer may issue Issuer Notes
constituted by the Issuer Trust Deed. From the proceeds of the issue of
such Issuer Notes, the Master Issuer shall make advances of funds to
Granite Finance Funding 2 Limited, pursuant to the terms of the Global
Intercompany Loan Agreement.
(B) The Issuer Cash Manager is willing to provide cash management services
to the Master Issuer on the terms and subject to the conditions
contained in this Agreement.
IT IS HEREBY AGREED as follows:
1. Definitions and Interpretation
1.1 The provisions of:
(a) the Programme Master Definitions Schedule signed for the purposes
of identification by Sidley Austin Brown & Wood and Allen & Overy
LLP on 19 January 2005, and
(b) the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood and Allen & Overy LLP
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. The
Issuer Master Definitions Schedule specified above shall prevail to the
extent that it conflicts with the Programme Master Definitions Schedule.
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2. Appointment of Issuer Cash Manager
2.1 Appointment: Until termination pursuant to Clause 12 (Termination), the
Master Issuer hereby appoints the Issuer Cash Manager as its lawful
agent on its behalf to provide the Issuer Cash Management Services set
out in this Agreement, including in relation to the Issuer Notes to be
issued by the Master Issuer. The Issuer Cash Manager hereby accepts such
appointment on the terms and subject to the conditions of this
Agreement. The Issuer Security Trustee consents to the appointment of
the Issuer Cash Manager on the terms of and subject to the conditions of
this Agreement.
2.2 Duties prescribed by Transaction Documents: For the avoidance of doubt
and in connection with the powers conferred under Clause 2.1
(Appointment), save as expressly provided elsewhere in this Agreement,
nothing herein shall be construed so as to give the Issuer Cash Manager
any powers, rights, authorities, directions or obligations other than as
specified in this Agreement or any of the other Transaction Documents.
2.3 Appointment conditional upon issuance of Issuer Notes: The appointment
pursuant to Clause 2.1 (Appointment) is conditional upon the issue of a
Series of Issuer Notes and shall take effect upon and from the Closing
Date in respect of such Series of Notes automatically, without any
further action on the part of any person, PROVIDED THAT if the issue of
a Series of Issuer Notes has not occurred by 31 January 2005, or such
later date as the Master Issuer and the Arrangers may agree, this
Agreement shall cease to be of further effect.
3. The Issuer Cash Management Services
3.1 General: The Issuer Cash Manager shall provide the services set out in
this Agreement (including, without limitation, Schedules 1 and 2
attached hereto) (the "Issuer Cash Management Services").
3.2 Approvals and authorisations: The Issuer Cash Manager shall maintain, or
use reasonable endeavours to procure the maintenance of, the approvals,
authorisations, consents and licences required in connection with the
business of the Master Issuer and shall prepare and submit, or procure
the preparation and submission of, on behalf of the Master Issuer, all
necessary applications and requests for any further approvals,
authorisations, consents or licences which may be required in connection
with the business of the Master Issuer and shall, so far as it
reasonably can do so, perform the Issuer 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 Issuer Cash Management
Services shall include procuring (so far as the Issuer Cash Manager,
using its reasonable endeavours, is able so to do) compliance by the
Master Issuer with all applicable legal requirements and with the terms
of the Issuer Transaction Documents, PROVIDED THAT the Issuer Cash
Manager shall not lend or provide any sum to the Master Issuer and the
Issuer Cash Manager shall have no liability whatsoever to the Master
Issuer, the Issuer Security Trustee or any other person for any failure
by the Master Issuer to make any payment due by any of them under any of
the Issuer Transaction Documents (other than to the extent arising from
the Issuer Cash Manager failing to perform any of its obligations under
any of the Transaction
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Documents).
3.4 Liability of Issuer Cash Manager:
(a) The Issuer Cash Manager shall indemnify each of the Master Issuer
and the Issuer Security Trustee on demand for any loss, liability,
claim, expense or damage suffered or incurred by it in respect of
the negligence, bad faith or wilful default of the Issuer Cash
Manager in carrying out its functions as Issuer Cash Manager
under, or as a result of a breach by the Issuer Cash Manager of,
the terms and provisions of this Agreement or such other
Transaction Documents to which the Issuer Cash Manager is a party
(in its capacity as such) in relation to such functions.
(b) For the avoidance of doubt, the Issuer Cash Manager shall not be
liable in respect of any loss, liability, claim, expense or damage
suffered or incurred by the Master Issuer or the Issuer Security
Trustee and/or any other person as a result of the proper
performance of the Issuer Cash Management Services (as defined in
Clause 3.1 (General)) by the Issuer 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 Issuer Cash Manager under, or as a result of
a breach by the Issuer Cash Manager of, the terms and provisions
of this Agreement or any of the other Transaction Documents to
which the Issuer Cash Manager is a party (in its capacity as such)
in relation to such functions.
4. Payments, Accounts, Ledgers
4.1 Issuer Bank Accounts: The Issuer Cash Manager hereby confirms that the
Issuer Bank Accounts have been established on or before the date hereof
and that the mandates in the agreed form will apply thereto at the
Funding 2 Programme Date. The Issuer Cash Manager undertakes (to the
extent to which the same is within its control in its capacity as Issuer
Cash Manager) that at the Funding 2 Programme Date the Issuer Bank
Accounts will be operative and that the Issuer Cash Manager will not
knowingly create or permit to subsist any Security Interest in relation
to the Issuer Bank Accounts other than as created under or permitted
pursuant to the Issuer Deed of Charge.
4.2 Issuer Ledgers:
(a) The Issuer Cash Manager shall open and maintain in the books of
the Master Issuer the following ledgers:
(i) the Issuer Revenue Ledger, which shall record all Issuer
Revenue Receipts standing to the credit of the Issuer
Transaction Accounts from time to time and a sub-ledger in
respect of each Series and Class of Issuer Notes which shall
record interest received in respect of the Loan Tranches
funded by each such Series and Class of Issuer Notes;
(ii) the Issuer Principal Ledger, which shall record all Issuer
Principal Receipts standing to the credit of the Issuer
Transaction Accounts from time to time and a sub-ledger in
respect of each Series and Class of
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Issuer Notes which shall record principal repayments in
respect of the Loan Tranche funded by each such Series and
Class of Issuer Notes; and
(iii) the Issuer Reserve Ledger, which shall record the amount
credited to the Issuer Reserve Fund from time to time and
subsequent withdrawals and deposits in respect of the Issuer
Reserve Fund; and
(iv) the Issuer Swap Collateral Ledger, (which shall comprise of
such sub-ledgers as the Issuer Cash Manager considers
appropriate) to record all payments, transfers and receipts
in connection with Swap Collateral, including, without
limitation:
(A) the receipt of any Swap Collateral by the Master
Issuer from the Issuer Swap Providers;
(B) the receipt of any income or distributions in respect
of such Swap Collateral;
(C) the payment or transfer of all, or any part of, such
Swap Collateral to the relevant Issuer Swap Provider;
and
(D) the payment or transfer of all, or any part of, such
Swap Collateral to the relevant Issuer Transaction
Accounts,
provided that the Issuer Swap Collateral Ledger (and
sub-ledgers) shall only be established in the event that any
Issuer Swap Provider pays or transfers Swap Collateral to
the Master Issuer in accordance with the relevant Issuer
Swap Agreement; and
(v) the Issuer Note Ledger, which shall be divided into
segregated sub-ledgers each of which shall record payments
made under each Series and Class of Issuer Notes (each of
which shall be further divided into sub-ledgers to record
payments of interest and fees and repayments of principal
made under the applicable Series and Class of Issuer Notes).
(b) The Issuer Cash Manager shall make credits and debits to the
Issuer Ledgers in accordance with the provisions of paragraphs 5,
6, 7, 8, 10 and 11 of Schedule 2 hereto.
4.3 Payments:
(a) The Issuer Cash Manager shall procure that the following amounts
payable to the Master Issuer are paid into the Issuer Transaction
Accounts:
(i) all Issuer Revenue Receipts;
(ii) all Issuer Principal Receipts;
(iii) all amounts (excluding Swap Collateral that is to be
credited to the Issuer Swap Collateral Accounts in
accordance with Clause 4.7)
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received by the Master Issuer pursuant to the Issuer Swap
Agreements; and
(iv) any other amounts whatsoever received by or on behalf of the
Master Issuer on or after the Funding 2 Programme Date,
and the Issuer Cash Manager shall procure that all investment
proceeds from Authorised Investments purchased from amounts
standing to the credit of the Issuer Transaction Accounts or the
Issuer GIC Account are credited to each such account. All amounts
received by the Master Issuer denominated in (i) Sterling shall be
paid into the Issuer Sterling Account, (ii) in US Dollars shall be
paid into the Issuer Dollar Account; and (iii) in Euro shall be
paid into the Issuer Euro Account, or in such other manner that
the Issuer Cash Manager, the Issuer Security Trustee and the
Master Issuer may agree.
(b) The Issuer Cash Manager shall procure that all transfers and
withdrawals of amounts standing to the credit of the Issuer Bank
Accounts and the Issuer Swap Collateral Accounts shall be made in
accordance with the provisions of the Issuer Bank Account
Agreement, the Issuer Trust Deed, the Issuer Swap Agreements (in
the case of transfers and withdrawals from the Issuer Swap
Collateral Accounts) and the Issuer Deed of Charge.
(c) Each of the payments into the Issuer Transaction Accounts referred
to in Clause 4.3(a) shall be made forthwith upon receipt by the
Master Issuer or the Issuer Cash Manager of the amount in
question.
(d) For the avoidance of doubt, as soon as reasonably practicable
after becoming aware of the same, the Issuer Cash Manager may, and
shall, withdraw Cash from the Issuer Bank Accounts and Issuer Swap
Collateral Cash 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.
(e) The Issuer Cash Manager shall promptly notify each of the Master
Issuer and the Issuer Security Trustee of any additional account
or sub-account which supplements or replaces any account or
sub-account specifically referred to in the definition of the
"Issuer Bank Account" in the Issuer Master Definitions Schedule.
(f) Each of the Issuer Cash Manager and the Master Issuer undertakes
that, so far as it is able to procure the same, the Issuer Bank
Accounts and all instructions and the mandates in relation thereto
will continue to be operative and will not, save as permitted
pursuant to the Issuer Bank Account Agreement, be changed without
the prior written consent of the Issuer Security Trustee (such
consent not to be unreasonably withheld or delayed). For the
avoidance of doubt, the Issuer Cash Manager may change the
authorised signatories in respect of such instructions or mandates
relating to the Master Issuer, without the prior written consent
of the Issuer Security Trustee, in accordance with the terms of
the Issuer Bank Account Agreement.
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4.4 Withdrawals:
(a) The Issuer Cash Manager may make withdrawals on behalf of the
Master Issuer from the Issuer Bank Accounts (but only until
receipt of a copy of an Issuer Enforcement Notice served by the
Note Trustee on the Master Issuer) and the Issuer Swap Collateral
Accounts as permitted by this Agreement, the Issuer Trust Deed,
the Issuer Bank Account Agreement, the Issuer Swap Agreements (in
the case of withdrawals from the Issuer Swap Collateral Accounts)
and the Issuer Deed of Charge, but shall not in carrying out its
functions as Issuer Cash Manager under this Agreement otherwise
make withdrawals from the Issuer Bank Accounts and the Issuer Swap
Collateral Accounts.
(b) Upon receipt of such an Issuer Enforcement Notice, no amount shall
be withdrawn from any Issuer Transaction Account by the Issuer
Cash Manager without the prior written consent of the Issuer
Security Trustee.
4.5 Cash Management: In administering the Issuer Bank Accounts on behalf of
the Master Issuer and the Issuer Security Trustee, the Issuer Cash
Manager shall comply with the provisions of Schedule 2 prior to receipt
by the Issuer Cash Manager of a copy of any Issuer Enforcement Notice
served on the Master Issuer. Following service of an Issuer Enforcement
Notice, the Issuer Security Trustee or any Receiver appointed by the
Issuer Security Trustee will administer the Issuer Bank Accounts in
accordance with the terms of the Issuer Deed of Charge and, in the case
of amounts standing to the credit of the Issuer Swap Collateral
Accounts, in accordance with the Issuer Swap Agreement.
4.6 Termination: If on or prior to the date of the earlier of (i) repayment
in full of a Series and Class of Issuer Notes or (ii) the service of an
Issuer Enforcement Notice, any of the Issuer Swap Agreements related to
such Series and Class of Issuer Notes are terminated, the Issuer Cash
Manager (on behalf of the Master Issuer and the Issuer Security Trustee)
shall purchase a replacement hedge, as applicable, in respect of the
relevant Series of Issuer Notes in each case on terms acceptable to the
Rating Agencies, the Master Issuer and the Issuer Security Trustee and
with a swap provider that the Rating Agencies have previously confirmed
in writing to the Master Issuer and the Issuer Security Trustee will not
cause the then-current ratings of the Issuer Notes to be downgraded,
withdrawn or qualified. The Master Issuer may apply any early
termination payment received from, as appropriate, the relevant Issuer
Swap Provider for such purpose.
4.7 Swap Collateral:
(a) In the event that pursuant to the terms of an Issuer Swap
Agreement an Issuer Swap Provider pays or transfers Swap
Collateral to the Master Issuer, the Issuer Cash Manager shall:
(i) if not already created, create the Issuer Swap Collateral
Ledger in the books of the Master Issuer so as to record the
amount and type of such Swap Collateral and identify the
relevant Issuer Swap Agreement in respect of which it has
been posted;
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(ii) upon receipt of such Swap Collateral, credit it to and
record the relevant details in the Swap Collateral Ledger;
(iii) to the extent that such Swap Collateral is in the form of
Cash, pay it into the relevant Issuer Swap Collateral Cash
Account; and
(iv) to the extent that such Swap Collateral is in the form of
securities, arrange for it to be credited to the relevant
Issuer Swap Collateral Securities Account.
(b) Any such Swap Collateral shall not form part of the Issuer
Available Revenue Receipts or the Issuer Available Principal
Receipts provided that if the terms of the relevant Issuer Swap
Agreement permit such Swap Collateral to be applied in or towards
satisfaction of the relevant Issuer Swap Provider's obligations
under the relevant Issuer Swap Agreement, and in the event that
such Swap Collateral is to be so applied, the Issuer Cash Manager
shall:
(i) where the relevant Swap Collateral is in the form of Cash,
transfer the relevant amount of Cash from the relevant
Issuer Swap Collateral Cash Account to the relevant Issuer
Transaction Account; and/or
(ii) where the relevant Swap Collateral is in the form of
securities, realise the Swap Collateral and pay the amount
of the net proceeds into the relevant Issuer Transaction
Account,
and, in each case, make the appropriate debits and credits to the
Issuer Swap Collateral Ledger. Swap Collateral will form part of
the Issuer Available Revenue Receipts on its transfer or payment
into the relevant Issuer Transaction Account in accordance with
this Clause 4.7(b).
(c) To the extent that pursuant to the terms of the relevant Issuer
Swap Agreement Swap Collateral is to be transferred or paid to the
relevant Issuer Swap Provider, the Issuer Cash Manager shall:
(i) where the relevant Swap Collateral is in the form of Cash,
pay the relevant amount of Cash out of the relevant Swap
Collateral Cash Account to the Issuer Swap Provider; and/or
(ii) where the relevant Swap Collateral is in the form of
securities, transfer and deliver the Swap Collateral to the
Issuer Swap Provider,
and, in each case, debit the Issuer Swap Collateral Ledger as
appropriate.
(d) The terms of this Clause 4.7 shall prevail if and to the extent
that they are inconsistent with the other paragraphs of this
Clause 4.
4.8 Notification to Issuer Swap Providers: As soon as practicable following
the notification to the Note Trustee and the Noteholders of an early
redemption of a Series and Class of Issuer Notes in accordance with
Conditions 5(D), (E) or (F) of such Issuer Notes, the Issuer Cash
Manager shall notify, as soon as is reasonably practicable, the relevant
Issuer Swap Providers (being the Issuer Swap Providers who have entered
into swap transactions with the Issuer relating to such Issuer Notes) of
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such redemption.
4.9 Spot Rate Conversions: In the event that any payment is to be made from
the Issuer Available Revenue Receipts or the Issuer Available Principal
Receipts by the Master Issuer under the Issuer Priority of Payments and
the Issuer Available Revenue Receipts or the Issuer Available Principal
Receipts, as applicable, do not comprise a sufficient amount in the
relevant currency in which such payment is to be made, the Issuer Cash
Manager shall arrange for any remaining amounts comprised in the Issuer
Available Revenue Receipts or the Issuer Available Principal Receipts,
as applicable, and available to be utilised for such payment and to be
converted (by such person as the Issuer Cash Manager may reasonably
select) into such currency at the then prevailing spot rate of exchange.
5. No Liability
Save as otherwise provided in this Agreement, the Issuer Cash Manager
shall have no liability for the obligations of either the Issuer
Security Trustee or the Master Issuer under any of the Transaction
Documents or otherwise and nothing herein shall constitute a guarantee,
or similar obligation, by the Issuer Cash Manager of either the Issuer
Security Trustee or the Master Issuer in respect of any of them.
6. Costs and Expenses
6.1 Subject to and in accordance with the Issuer Pre-Enforcement Revenue
Priority of Payments or, as the case may be, the Issuer Post-Enforcement
Priority of Payments, the Master Issuer will on each Monthly Payment
Date reimburse the Issuer Cash Manager for all out-of-pocket costs,
expenses and charges (together with any amounts in respect of
Irrecoverable VAT due thereon) properly incurred by the Issuer Cash
Manager in the performance of the Issuer Cash Management Services,
including any such costs, expenses or charges not reimbursed to the
Issuer Cash Manager on any previous Monthly Payment Date and the Issuer
Cash Manager shall supply the Master Issuer with an appropriate VAT
invoice issued by the Issuer Cash Manager or, if the Issuer Cash Manager
has treated the relevant cost, expense or charge as a disbursement for
VAT purposes, by the person making the supply.
6.2 Unless and until otherwise agreed by the Master Issuer and the Issuer
Security Trustee in writing (notified to the Issuer Cash Manager), the
Master Issuer shall be solely responsible for reimbursing the Issuer
Cash Manager for the out-of-pocket costs, expenses and charges (together
with any amounts in respect of Irrecoverable VAT due thereon) referred
to in Clause 6.1 (Costs and Expenses).
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7. Information
7.1 Use of information technology systems:
(a) The Issuer Cash Manager represents and warrants that at the date
hereof (and in respect of the software which is to be used by the
Issuer Cash Manager in providing the Issuer Cash Management
Services) it has in place all necessary licences and/or consents
from the respective licensor or licensors (if any) of such
software.
(b) The Issuer Cash Manager undertakes that it shall for the duration
of this Agreement, use reasonable endeavours to:
(i) ensure that the licences and/or consents referred to in
paragraph (a) are maintained in full force and effect; and
(ii) except insofar as it would breach any other of its legal
obligations, grant to any person to whom it may sub-contract
or delegate the performance of all or any of its powers and
obligations under this Agreement (and/or to such person as
the Master Issuer and the Issuer Security Trustee elects as
a substitute cash manager in accordance with the terms of
this Agreement) a licence to use any proprietary software
together with any updates which may be made thereto from
time to time.
(c) The Issuer Cash Manager shall use reasonable endeavours to
maintain in working order the information technology systems used
by the Issuer Cash Manager in providing the Issuer Cash Management
Services.
(d) The Issuer Cash Manager shall pass to any person to whom it may
sub-contract or delegate the performance of all or any of its
powers and obligations under this Agreement (and/or to such person
as the Master Issuer and the Issuer Security Trustee elect as a
substitute cash manager in accordance with the terms of this
Agreement) the benefit of any warranties in relation to such
software insofar as the same are capable of assignment.
7.2 Bank Account Statements: The Issuer Cash Manager shall take all
reasonable steps to ensure that it receives a monthly bank statement in
relation to each Issuer Transaction Account and the Swap Collateral Cash
Account and that it furnishes a copy of such statements to the Master
Issuer, with a copy to the Issuer Security Trustee upon its request.
7.3 Access to Books and Records: Subject to all applicable laws, the Issuer
Cash Manager shall permit the Master Issuer, the Auditors of the Master
Issuer, the Issuer Security Trustee and/or any other person nominated by
the Issuer Security Trustee (to whom the Issuer Cash Manager has no
reasonable objection) at any time during normal office hours upon
reasonable notice to have access, or procure that such person or persons
are granted access, to all books of record and account relating to the
Issuer Cash Management Services provided by the Issuer Cash Manager and
related matters in accordance with this Agreement.
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7.4 Statutory Obligations: The Issuer Cash Manager will use its reasonable
endeavours, on behalf of the Master Issuer, to prepare or procure the
preparation of and file all reports, annual returns, financial
statements, statutory forms and other returns which the Master Issuer is
required by law to prepare and file. Subject to approval thereof by the
directors of the Master Issuer, the Issuer Cash Manager shall cause such
accounts to be audited by the Auditors and shall procure so far as it is
able so to do that the Auditors shall make a report thereon as required
by law, and copies of all such documents shall be delivered to the
Issuer Security Trustee, the Master Issuer and the Rating Agencies as
soon as practicable after the end of each accounting reference period of
the Master Issuer.
7.5 Information Covenants:
(a) The Issuer Cash Manager shall provide the Master Issuer, the
Issuer Security Trustee, the Seller and the Rating Agencies
quarterly with a report in, or substantially in, the form set out
in Schedule 3 in respect of the Master Issuer. Such quarterly
report shall be delivered to the Master Issuer, the Issuer
Security Trustee (upon its request), the Seller and the Rating
Agencies by the last Business Day of the month in which each
Monthly Payment Date occurs.
(b) The Issuer Cash Manager shall provide, or procure the provision
of, to the Master Issuer, the Issuer Security Trustee and the
Rating Agencies copies of any annual returns or financial
statements referred to in Clause 7.4 (Statutory Obligations) as
soon as reasonably practicable after the preparation thereof.
(c) The Issuer Cash Manager shall notify the Rating Agencies and the
Issuer Security Trustee in writing of the details of (i) any
material amendment to the Transaction Documents to which the
Master Issuer is a party and of which it is or becomes aware, and
(ii) any other information relating to the Issuer Cash Manager as
the Rating Agencies and the Issuer Security Trustee may reasonably
request in connection with its obligations under this Agreement,
PROVIDED THAT the Issuer Security Trustee shall not make such a
request more than once every three months unless, in the belief of
the Issuer Security Trustee, a Funding 2 Intercompany Loan Event
of Default, an Issuer Event of Default or an Issuer Cash Manager
Termination Event shall have occurred and is continuing or may
reasonably be expected to occur, and PROVIDED FURTHER THAT any
such request by the Issuer Security Trustee does not adversely
interfere with the Issuer Cash Manager's day-to-day provision of
the Issuer Cash Management Services under the other terms of this
Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or
(ii) above, the Issuer Cash Manager shall give details to the
Master Issuer and the Issuer Security Trustee of any pending legal
action and any judgments given in respect of the Issuer Cash
Manager if it could have a potential material adverse effect on
the ability of the Issuer Cash Manager to perform its obligations
hereunder.
(e) The Issuer Cash Manager shall, at the request of the Issuer
Security Trustee, furnish the Issuer Security Trustee and the
Rating Agencies with such other information relating to its
business and financial condition as the Issuer Security Trustee
may request in connection with this Agreement, PROVIDED
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THAT the Issuer Security Trustee shall not make such a request
more than once every three months unless, in the belief of the
Issuer Security Trustee, a Funding 2 Intercompany Loan Event of
Default, an Issuer Event of Default or an Issuer Cash Manager
Termination Event (as defined in Clause 11.1 (Issuer Cash Manager
Termination Events)) shall have occurred and is continuing or may
reasonably be expected to occur, and PROVIDED FURTHER THAT any
such request of the Issuer Security Trustee does not adversely
interfere with the Issuer Cash Manager's day-to-day provision of
the Issuer Cash Management Services under the other terms of this
Agreement.
8. Remuneration
8.1 Fee payable:
(a) Subject to paragraph (b) below, the Master Issuer shall pay to the
Issuer Cash Manager for the provision of the Issuer Cash
Management Services hereunder a cash management fee which shall be
agreed in writing between the Master Issuer, the Issuer Security
Trustee and the Issuer Cash Manager from time to time.
(b) Unless and until otherwise agreed by the Master Issuer and the
Issuer Security Trustee in writing (notified to the Issuer Cash
Manager), the Master Issuer shall be solely responsible for paying
the cash management fee to the Issuer Cash Manager which is
referred to in paragraph (a) above.
8.2 Payment of fee: The cash management fee referred to in Clause 8.1 (Fee
Payable) shall only be payable to the Issuer Cash Manager on each
Monthly Payment Date in the manner contemplated by, in accordance with
and subject to the provisions of the Issuer Pre-Enforcement Revenue
Priority of Payments or, as the case may be, the Issuer Post-Enforcement
Priority of Payments.
9. Covenants, Representations and Warranties of Issuer Cash Manager
9.1 Covenants: The Issuer Cash Manager hereby covenants with and undertakes
to each of the Master Issuer and the Issuer Security Trustee that
without prejudice to any of its specific obligations hereunder:
(a) it will exercise all due skill, care and diligence in the
performance of its obligations and the exercise of its discretions
hereunder;
(b) it will comply with any proper directions, orders and instructions
which the Master Issuer or the Issuer Security Trustee may from
time to time give to it in accordance with the provisions of this
Agreement and, in the event of any conflict, those of the Issuer
Security Trustee shall prevail;
(c) it will obtain and keep in force all licences, approvals,
authorisations and consents which are necessary in connection with
the performance of the Issuer Cash Management Services and prepare
and submit all necessary applications and requests for any further
approval, authorisation, consent or licence required in connection
with the performance of the Issuer Cash Management Services;
11
(d) it will not knowingly fail to comply with any legal requirements
in the performance of the Issuer Cash Management Services;
(e) it will make all payments required to be made by it pursuant to
this Agreement on the due date for payment thereof for value in
the specified currency on such day without set-off (including,
without limitation, in respect of any fees owed to it) or
counterclaim; and
(f) it will not without the prior written consent of the Issuer
Security Trustee amend or terminate any of the Issuer Transaction
Documents save in accordance with their terms.
9.2 Duration of covenants: The covenants of the Issuer Cash Manager in
Clause 9.1 (Covenants) shall remain in force until this Agreement is
terminated but without prejudice to any right or remedy of the Master
Issuer and/or the Issuer Security Trustee arising from breach of any
such covenant prior to the date of termination of this Agreement.
9.3 Representations and Warranties: The Issuer Cash Manager hereby makes the
representations and warranties to each of the Master Issuer and the
Issuer Security Trustee that are specified on Schedule 4 hereto.
10. Issuer Cash Management Services Non-Exclusive
Nothing in this Agreement shall prevent the Issuer Cash Manager from
rendering or performing services similar to those provided for in this
Agreement to or for itself or other persons, firms or companies or from
carrying on business similar to or in competition with the business of
the Master Issuer or the Issuer Security Trustee.
11. Termination
11.1 Issuer Cash Manager Termination Events: If any of the following events
("Issuer Cash Manager Termination Events") shall occur:
(a) default is made by the Issuer Cash Manager in the payment on the
due date of any payment due and payable by it under this Agreement
and such default continues unremedied for a period of five (5)
London Business Days after the earlier of the Issuer Cash Manager
becoming aware of such default and receipt by the Issuer Cash
Manager of written notice from the Master Issuer or the Issuer
Security Trustee, as the case may be, requiring the same to be
remedied; or
(b) default is made by the Issuer Cash Manager in the performance or
observance of any of its other covenants and obligations under
this Agreement, which in the opinion of the Issuer Security
Trustee is materially prejudicial to the interests of the holders
of the Issuer Notes and such default continues unremedied for a
period of twenty (20) London Business Days after the earlier of
the Issuer Cash Manager becoming aware of such default and receipt
by the Issuer Cash Manager of written notice from the Issuer
Security Trustee requiring the same to be remedied; or
(c) the Issuer Cash Manager suffers an Insolvency Event,
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then the Master Issuer and/or Issuer Security Trustee may at once
or at any time thereafter while such default continues by notice
in writing to the Issuer Cash Manager with a copy to the Issuer
Account Bank terminate its appointment as Issuer Cash Manager
under this Agreement with effect from a date (not earlier than the
date of the notice) specified in the notice.
Following the delivery of a notice of termination to the Issuer
Cash Manager of the termination of its appointment under this
Agreement, the Issuer Security Trustee agrees to use its
reasonable endeavours to appoint a substitute Issuer Cash Manager
(with such appointment to become effective no later than the
effective date of the termination). Any substitute Issuer Cash
Manager must agree to enter into an agreement substantially on the
same terms as the relevant provisions of this Agreement or on such
terms as are satisfactory to the Master Issuer and the Issuer
Security Trustee.
Any termination of the appointment of the Issuer Cash Manager and
the appointment of a substitute Issuer Cash Manager under this
Clause 11.1 is conditional upon the Rating Agencies having
previously confirmed in writing to the Master Issuer and the
Issuer Security Trustee that the then-current ratings of the
Issuer Notes will not be downgraded, withdrawn or qualified.
The Issuer Security Trustee shall have no liability to any person
in the event that, having used reasonable endeavours, it is unable
to appoint a substitute Issuer Cash Manager. In any event, the
Issuer Security Trustee shall only be required to use its
reasonable endeavours to appoint such substitute Issuer Cash
Manager. Notwithstanding any other provision of the Transaction
Documents, the Issuer Security Trustee shall not itself be
required to perform any duties of the Issuer Cash Manager.
The Issuer Security Trustee shall not be obliged to monitor or
supervise the performance by any substitute Issuer Cash Manager of
its duties hereunder or in relation to the other Transaction
Documents nor shall the Issuer Security Trustee be responsible or
liable for any act or omission of any substitute Issuer Cash
Manager or for any loss caused thereby.
11.2 Resignation of Issuer Cash Manager: The Issuer Cash Manager may resign
from its appointment under this Agreement only upon giving not less than
twelve (12) months' notice to each of the Master Issuer and the Issuer
Security Trustee, PROVIDED THAT:
(a) the Master Issuer and the Issuer Security Trustee each consent in
writing to such resignation such consent not to be unreasonably
withheld or delayed;
(b) a substitute cash manager shall be appointed by the Issuer
Security Trustee, such appointment to be effective not later than
the effective date of such resignation;
(c) such substitute cash manager enters into an agreement
substantially on the same terms as the relevant provisions of this
Agreement or on such terms as are satisfactory to the Master
Issuer and the Issuer Security Trustee, and the Issuer Cash
Manager shall not be released from its obligations under the
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relevant provisions of this Agreement until such substitute cash
manager has entered into such new agreement and the rights of the
Master Issuer under such agreement are charged in favour of the
Issuer Security Trustee on terms satisfactory to the Issuer
Security Trustee; and
(d) the Rating Agencies have confirmed to the Master Issuer and the
Issuer Security Trustee that the then-current ratings of the
Issuer Notes are not reduced, qualified or withdrawn as a result
thereof.
11.3 Effect of Termination or Resignation:
(a) On and after termination or resignation of the appointment of the
Issuer Cash Manager under this Agreement and the other Issuer
Transaction Documents pursuant to this Clause 11, all authority
and power of the Issuer Cash Manager under this Agreement shall be
terminated and be of no further effect and the Issuer Cash Manager
shall not thereafter hold itself out in any way as the agent of
the Master Issuer or the Issuer Security Trustee pursuant to this
Agreement.
(b) Upon termination or resignation of the appointment of the Issuer
Cash Manager under this Agreement pursuant to this Clause 11, the
Issuer Cash Manager shall:
(i) forthwith deliver (and in the meantime hold on trust for,
and to the order of, the Master Issuer or the Issuer
Security Trustee, as the case may be) to the Master Issuer
or the Issuer Security Trustee, as the case may be or as it
shall direct, all books of account, papers, records,
registers, correspondence and documents in its possession or
under its control relating to the affairs of or belongings
of the Master Issuer or the Issuer Security Trustee, as the
case may be, (if practicable, on the date of receipt) any
monies then held by the Issuer Cash Manager on behalf of the
Master Issuer, the Issuer Security Trustee and any other
assets of the Master Issuer and the Issuer Security Trustee;
(ii) take such further action as the Master Issuer or the Issuer
Security Trustee, as the case may be, may reasonably direct
PROVIDED THAT the Issuer Security Trustee shall not be
required to take or direct to be taken such further action
unless it has been indemnified to its satisfaction (and in
the event of a conflict between the directions of Master
Issuer and the Issuer Security Trustee, the directions of
the Issuer Security Trustee shall prevail);
(iii) provide all relevant information contained on computer
records in the form of magnetic tape, together with details
of the layout of the files encoded on such magnetic tapes;
and
(iv) co-operate and consult with and assist the Master Issuer or
the Issuer Security Trustee or its nominee, as the case may
be, (which shall, for the avoidance of doubt, include any
Receiver appointed by it) for the purposes of explaining the
file layouts and the format of the magnetic tapes generally
containing such computer records on the computer
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system of the Master Issuer or the Issuer Security Trustee
or such nominee, as the case may be.
11.4 Notice of event of default: The Issuer Cash Manager shall deliver to the
Master Issuer, the Issuer Security Trustee and the Rating Agencies as
soon as reasonably practicable (but in any event within three London
Business Days of becoming aware thereof) a notice of any Issuer Cash
Manager Termination Event, any Note Event of Default or any Funding 2
Intercompany Loan Event of Default, or any event which with the giving
of notice or expiry of any grace period or certification, as specified
in such Issuer Cash Manager Termination Event or Note Event of Default
or Funding 2 Intercompany Loan Event of Default, would constitute the
same.
11.5 General provisions relating to termination:
(a) Termination of this Agreement or the appointment of the Issuer
Cash Manager under this Agreement shall be without prejudice to
the liabilities of the Master Issuer to the Issuer Cash Manager
and vice versa incurred before the date of such termination. The
Issuer 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 Master Issuer or the Issuer Security Trustee.
(b) This Agreement shall terminate at such time as the Issuer Secured
Obligations have been fully discharged.
(c) On termination of the appointment of the Issuer Cash Manager under
the provisions of this Clause 11, the Issuer Cash Manager shall be
entitled to receive all fees and other monies accrued up to (but
excluding) the date of termination but shall not be entitled to
any other or further compensation. The Master Issuer shall pay
such moneys so receivable by the Issuer Cash Manager in accordance
with the Issuer Pre-Enforcement Revenue Priority of Payments or,
as the case may be, the Issuer Post-Enforcement Priority of
Payments, on the dates on which they would otherwise have fallen
due hereunder. For the avoidance of doubt, such termination shall
not affect the Issuer Cash Manager's rights to receive payment of
all amounts (if any) due to it from the Master Issuer other than
under this Agreement.
(d) Any provision of this Agreement, which is stated to continue after
termination of the Agreement, shall remain in full force and
effect notwithstanding termination.
12. Further Assurances
12.1 Co-operation, etc: The parties hereto agree that they will co-operate
fully to do all such further acts and things and execute any further
documents as may be necessary or desirable to give full effect to the
arrangements contemplated by this Agreement and the other Transaction
Documents.
12.2 Powers of attorney: Without prejudice to the generality of Clause 12.1
(Co-operation, etc), the Master Issuer shall upon request by the Issuer
Cash Manager forthwith give to the Issuer Cash Manager such further
powers of attorney or other written authorisations, mandates or
instruments as are necessary to enable the Issuer
15
Cash Manager to perform the Issuer Cash Management Services.
13. Miscellaneous
13.1 No set-off: The Issuer Cash Manager agrees that it will not:
(a) set-off or purport to set-off any amount which either the Master
Issuer is or will become obliged to pay to it under this Agreement
against any amount from time to time standing to the credit of or
to be credited to the Issuer Bank Accounts or the Issuer Swap
Collateral Accounts or any replacement or additional bank account
of the Master Issuer and established from time to time; or
(b) make or exercise any claims or demands, any rights of counterclaim
or any other equities against or withhold payment of any and all
sums of money which may at any time and from time to time standing
to the credit of the Issuer Bank Accounts or the Issuer Swap
Collateral Accounts or any replacement or additional bank account
of the Master Issuer and established from time to time.
13.2 No recourse:
(a) In relation to all sums due and payable by the Master Issuer to
the Issuer Cash Manager, the Issuer Cash Manager agrees that it
shall have recourse only to sums paid to or received by (or on
behalf of) the Master Issuer pursuant to the provisions of the
Issuer Transaction Documents.
(b) For the avoidance of doubt, the Issuer Security Trustee shall not
be liable to pay any amounts due under Clauses 6 (Costs and
Expenses) and 8 (Remuneration), but without prejudice to the
obligations of the Master Issuer, or any receiver appointed
pursuant to the Issuer Deed of Charge in respect of such amounts.
(c) Notwithstanding any other provisions of this Agreement, all
obligations to, and rights of, the Issuer Security Trustee under
or in connection with this Agreement (other than its obligations
under Clause 12 (Further Assurances) and Clause 14
(Confidentiality)) shall automatically terminate upon the
discharge in full of all Issuer Secured Obligations, PROVIDED THAT
this shall be without prejudice to any claims in respect of such
obligations and rights arising on or prior to such date.
14. Confidentiality
During the continuance of this Agreement or after its termination, each
of the Master Issuer, the Issuer Cash Manager and the Issuer Security
Trustee shall use its best endeavours not to disclose to any person,
firm or company whatsoever any information relating to the business,
finances or other matters of a confidential nature of any other party
hereto of which it may exclusively by virtue of being party to the
Transaction Documents have become possessed and shall use all reasonable
endeavours to prevent any such disclosure as aforesaid, PROVIDED HOWEVER
that the provisions of this Clause 14 shall not apply:
16
(a) to any information already known to the recipient otherwise than
as a result of entering into any of the Transaction Documents;
(b) to any information subsequently received by the recipient which it
would otherwise be free to disclose;
(c) to any information which is or becomes public knowledge otherwise
than as a result of the conduct of the recipient;
(d) to any extent that the recipient is required to disclose the same
pursuant to any law or order of any court or pursuant to any
direction, request or requirement (whether or not having the force
of law) of any central bank or any governmental or other authority
(including, without limitation, any official bank examiners or
regulators);
(e) to the extent that the recipient needs to disclose the same for
determining the existence of, or declaring, an Issuer Event of
Default, or an Issuer Cash Manager Termination Event, the
protection or enforcement of any of its rights under any of the
Issuer Transaction Documents or in connection herewith or
therewith or for the purpose of discharging, in such manner as it
thinks fit, its duties under or in connection with such agreements
in each case to such persons as require to be informed of such
information for such purposes; or
(f) in relation to any information disclosed to the professional
advisers of the recipient or (in connection with a prospective
rating of any debt to be issued by the Master Issuer or any other
Funding 2 Issuer) to any credit rating agency or any prospective
new cash manager or prospective new Issuer Security Trustee.
15. No Partnership
It is hereby acknowledged and agreed by the parties that nothing in this
Agreement shall be construed as giving rise to any partnership between
any of the parties.
16. Assignment
16.1 Assignment by the Master Issuer: The Master Issuer may not assign or
transfer any of its rights and obligations under this Agreement without
the prior written consent of each of the Issuer Security Trustee and the
Issuer Cash Manager, except that the Master Issuer may assign its rights
hereunder without such consent pursuant to the Issuer Deed of Charge.
16.2 No assignment by Issuer Cash Manager: The Issuer Cash Manager may not
assign or transfer any of its rights and obligations under this
Agreement without the prior written consent of the Master Issuer and the
Issuer Security Trustee.
17. The Issuer Security Trustee
17.1 Change in Issuer Security Trustee: If there is any change in the
identity of the Issuer Security Trustee in accordance with the Issuer
Deed of Charge, the Master Issuer and the Issuer Cash Manager shall
execute such documents and take such action as the successor issuer
security trustee and the outgoing Issuer Security Trustee may require
17
for the purpose of vesting in the successor issuer security trustee the
rights and obligations of the outgoing Issuer Security Trustee under
this Agreement and releasing the outgoing Issuer Security Trustee from
its future obligations under this Agreement.
17.2 No Obligations: It is hereby acknowledged and agreed that by its
execution of this Agreement the Issuer Security Trustee shall not assume
or have any of the obligations or liabilities of the Master Issuer or
the Issuer Cash Manager under this Agreement. Furthermore, any liberty
or power which may be exercised or any determination which may be made
hereunder by the Issuer Security Trustee may be exercised or made in the
Issuer Security Trustee's absolute and unfettered discretion without any
obligation to give reasons therefor, but in any event must be exercised
or made in accordance with the provisions of the Issuer Deed of Charge.
18. New Notes
On each occasion that the Master Issuer issues a new Series and Class of
Issuer Notes, the Issuer Cash Manager, the Master Issuer and the Issuer
Security Trustee shall execute such documents and take such action as
may be necessary or required by the Rating Agencies for the purpose of
including any Issuer Swap Provider and any other person who is required
to execute an Accession Undertaking or any other Issuer Transaction
Document relating to such new Series and Class of Issuer Notes in the
Issuer Transaction Documents.
19. Non Petition Covenant; Limited Recourse
19.1 Issuer Security Trustee to Enforce: The Issuer Cash Manager hereby
undertakes to each of the other parties hereto that only the Issuer
Security Trustee may enforce the security created in favour of the
Issuer Security Trustee by the Issuer Deed of Charge in accordance with
the provisions thereof.
19.2 Limited Recourse: The Issuer Cash Manager hereby undertakes to each of
the other parties hereto that, notwithstanding any other provision of
this Agreement or any other Transaction Document, no sum due or owing to
the Issuer Cash Manager from or by the Master Issuer under this
Agreement shall be payable by the Master Issuer except to the extent
that the Master Issuer has sufficient funds available or (following
enforcement of the Issuer Security) the Issuer Security Trustee has
realised sufficient funds from the Issuer Security to pay such sum
subject to and in accordance with the relevant Issuer Priority of
Payments, and provided that all liabilities of the Master Issuer
required to be paid in priority thereto or pari passu therewith pursuant
to such Issuer Priority of Payments have been paid, discharged and/or
otherwise provided for in full.
19.3 Non Petition: The Issuer Cash Manager hereby undertakes to each of the
other parties hereto that it shall not take any steps for the purpose of
recovering any amount payable under this Agreement (including, without
limitation, by exercising any rights of set-off) or enforcing any rights
arising out of this Agreement against the Master Issuer and it shall not
take any steps or legal proceedings for the winding-up, dissolution or
reorganisation of, or the institution of insolvency proceedings against,
the Master Issuer or for the appointment of a receiver, administrator,
liquidator or similar officer of the Master Issuer in respect of any or
all of its revenues except to the
18
extent expressly permitted under the Issuer Deed of Charge.
19.4 Following Enforcement: The Issuer Cash Manager hereby undertakes to each
of the other parties hereto that, following any enforcement of the
Issuer Security, it will hold on trust for, and will pay to, the Issuer
Security Trustee or the Receiver, as the case may be, all monies
received or recovered by it (whether by way of set-off or otherwise)
otherwise than in accordance with the Issuer Post-Enforcement Priority
of Payments in order that such monies may be applied by the Issuer
Security Trustee or the Receiver in accordance with the Issuer
Post-Enforcement Priority of Payments.
19.5 Corporate Obligations: To the extent permitted by law, no recourse under
any obligation, covenant, or agreement of any person contained in this
Agreement shall be had against any shareholder, officer or director of
such person as such, by the enforcement of any assessment or by any
legal proceeding, by virtue of any statute or otherwise; it being
expressly agreed and understood that this Agreement is a corporate
obligation of each person expressed to be a party hereto and no personal
liability shall attach to or be incurred by the shareholders, officers,
agents or directors of such person as such, or any of them, under or by
reason of any of the obligations, covenants or agreements of such person
contained in this Agreement, or implied therefrom, and that any and all
personal liability for breaches by such person of any of such
obligations, covenants or agreements, either under any applicable law or
by statute or constitution, of every such shareholder, officer, agent or
director is hereby expressly waived by each person expressed to be a
party hereto as a condition of and consideration for the execution of
this Agreement.
19.6 Issuer Deed of Charge: The provisions of Clause 5 of the Issuer Deed of
Charge shall prevail in the event that and to the extent that they
conflict with the provisions of this Clause 19.
20. Amendments and Waiver
20.1 Entire Agreement: This Agreement sets out the entire agreement and
understanding between the parties with respect to the subject matter of
this Agreement superseding all prior oral or written understandings
other than the other Issuer Transaction Documents.
20.2 Amendments and Waiver: No amendment or waiver of any provision of this
Agreement nor consent to any departure by any of the parties therefrom
shall in any event be effective unless the same shall be in writing and
signed by each of the parties hereto. In the case of a waiver or
consent, such waiver or consent shall be effective only in the specific
instance and as against the party or parties giving it for the specific
purpose for which it is given.
20.3 Rights Cumulative: The respective rights of each of the parties to this
Agreement are cumulative and may be exercised as often as they consider
appropriate. No failure on the part of any party to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any
other right. The remedies in this Agreement are cumulative and not
exclusive of any remedies provided by law.
19
20.4 Ratings: No variation or waiver of this Agreement shall be made if the
same would cause the then-current ratings of any of the Issuer Notes to
be reduced, qualified or withdrawn.
21. Notices
Any notices or other communication or document to be given or delivered
pursuant to this Agreement to any of the parties hereto shall be
sufficiently served if sent by prepaid first class post, by hand or by
facsimile transmission and shall be deemed to be given (in the case of
facsimile transmission) when despatched or (where delivered by hand) on
the day of delivery if delivered before 17.00 hours (London time) on a
London Business Day or on the next London Business Day if delivered
thereafter or (in the case of first class post) when it would be
received in the ordinary course of the post and shall be sent:
(a) in the case of the Issuer Cash Manager, to Northern Rock plc,
Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL
(facsimile number: 0191 213 2203) for the attention of the Group
Secretary;
(b) in the case of the Master Issuer, to Granite Master Issuer plc c/o
Fifth Floor, 100 Wood Street, London EC2V 7EX (facsimile number
020 7606 0643) for the attention of The Company Secretary with a
copy to Northern Rock plc, Northern Rock House, Gosforth,
Newcastle upon Tyne NE3 4PL (facsimile number 0191 213 2203) for
the attention of the Group Secretary;
(c) in the case of the Issuer Security Trustee, to The Bank of New
York (London Branch), at 48th Floor, One Canada Square, London E14
5AL (facsimile number 020 7964 6399) for the attention of
Corporate Trust (Global Structured Finance);
(d) in the case of Fitch, to Fitch Ratings Ltd., at Eldon House, 2
Eldon Street, London EC2M 7UA (facsimile number 020 7417 6262) for
the attention of European Structured Finance Surveillance;
(e) in the case of Moody's, to Moody's Investors Services, Inc., at
1st Floor, 2 Minster Court, Mincing Lane, London EC3R 7XB
(facsimile number 020 7772 5400) for the attention of RMBS
Monitoring, Structured Finance;
(f) in the case of S&P, to Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., at 20 Canada Square,
Canary Wharf, London E14 5LH (facsimile number 020 7176 3598) for
the attention of Andre Vollmann;
or to such other address or facsimile number or for the attention of
such other person or entity as may from time to time be notified by any
party or by any Rating Agency to the others by written notice in
accordance with the provisions of this Clause 21. All notices served
under this Agreement shall be simultaneously copied to the Issuer
Security Trustee by the person serving the same.
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22. Third Party Rights
A person who is not a party to this Agreement may not enforce any of its
terms under the Contracts (Rights of Third Parties) Act 1999, but this
shall not affect any right or remedy of a third party which exists or is
available apart from that Act.
23. Execution in Counterparts; Severability
23.1 Counterparts: This Agreement may be executed in any number of
counterparts (manually or by facsimile) and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute
one and the same instrument.
23.2 Severability: Where any provision in or obligation under this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations under this Agreement, or of such provision or obligation in
any other jurisdiction, shall not be affected or impaired thereby.
24. Governing Law and Jurisdiction; Appropriate Forum
24.1 Governing Law: This Agreement is governed by, and shall be construed in
accordance with, English law.
24.2 Jurisdiction: Each of the parties hereto irrevocably agrees that the
courts of England shall have jurisdiction to hear and determine any
suit, action or proceeding, and to settle any disputes, which may arise
out of or in connection with this Agreement and, for such purposes,
irrevocably submits to the jurisdiction of such courts.
24.3 Appropriate Forum: Each of the parties hereto irrevocably waives any
objection which it might now or hereafter have to the courts of England
being nominated as the forum to hear and determine any proceedings and
to settle any disputes, and agrees not to claim that any such court is
not a convenient or appropriate forum.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed the
day and year first before written.
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SCHEDULE 1
The Issuer Cash Management Services
The Issuer Cash Manager shall:
(a) make the determinations as set forth in Schedule 2 of the Issuer Deed of
Charge;
(b) invest sums, if any, standing to the credit of the Issuer Transaction
Accounts in short-term Authorised Investments as determined by the
Master Issuer and, if applicable, the Issuer Security Trustee;
(c) apply the Issuer Available Revenue Receipts and Issuer Available
Principal Receipts in accordance with the relevant order of priority of
payments for the Master Issuer set out in Schedule 2 of the Issuer Deed
of Charge;
(d) provide the Master Issuer, Funding 2, the Issuer Security Trustee (upon
its request), the Note Trustee (upon its request) and the Rating
Agencies with quarterly reports in relation to the Master Issuer as set
out in Schedule 3;
(e) operate the Issuer Bank Accounts and ensure that payments are made into
and from such account in accordance with this Agreement, the Issuer Deed
of Charge, the Issuer Bank Account Agreement and any other relevant
Issuer Transaction Document, PROVIDED HOWEVER THAT nothing herein shall
require the Issuer Cash Manager to make funds available to the Master
Issuer to enable such payments to be made other than as expressly
required by the provisions of this Agreement;
(f) calculate the Required Subordinated Amounts;
(g) determine whether the Issuance Tests and the conditions to the repayment
of Issuer Notes have been met;
(h) determine whether the Issuer Arrears Test is satisfied;
(i) in relation to payments to be made on each Series and Class of Issuer
Notes, make withdrawals under the Issuer Reserve Fund, if required;
(j) maintain the Issuer Reserve Ledger, and record the amount credited to
the Issuer Reserve Fund from time to time and subsequent withdrawals in
respect of the Issuer Reserve Fund;
(k) keep records for all taxation purposes (including, without limitation
VAT);
(l) subject to any applicable law, assist the auditors of the Master Issuer
and provide such information to them as they may reasonably request for
the purpose of carrying out their duties as auditors;
(m) make all returns and filings, give all notices and make all
registrations and other notifications required in the day-to-day
operation of the business of the Master Issuer or required to be given
by the Master Issuer pursuant to the Issuer Transaction Documents;
22
(n) arrange for all payments due to be made by the Master Issuer under any
of the Issuer Transaction Documents, PROVIDED THAT such moneys are at
the relevant time available to the Master Issuer and PROVIDED FURTHER
that nothing herein shall constitute a guarantee by the Issuer Cash
Manager of all or any of the obligations of the Master Issuer under any
of the Issuer Transaction Documents;
(o) without prejudice to the role of and in conjunction with the Issuer
Corporate Services Provider under the Issuer Corporate Services
Agreement, keep general books of account and records of the Master
Issuer; provide accounting services, including reviewing receipts and
payments, supervising and assisting in the preparation of interim
statements and final accounts and supervising and assisting in the
preparation of tax returns;
(p) without prejudice to the role of and in conjunction with the Issuer
Corporate Services Provider under the Issuer Corporate Services
Agreement, provide or procure the provision of company secretarial and
administration services to the Master Issuer including the keeping of
all registers and the making of all returns and filings required by
applicable law or by UK regulatory authorities, co-operate in the
convening of board and general meetings and provide registered office
facilities;
(q) itself on behalf of the Master Issuer, PROVIDED THAT such monies are at
the relevant time available to the Master Issuer, pay all the
out-of-pocket expenses of the Master Issuer, incurred by the Issuer Cash
Manager on behalf of the Master Issuer in the performance of the Issuer
Cash Manager's duties hereunder including without limitation:
(i) all Taxes which may be due or payable by the Master Issuer;
(ii) all necessary filing and other fees in compliance with regulatory
requirements;
(iii) all legal and audit fees and other professional advisory fees; and
(iv) all communication expenses including postage, courier and
telephone charges;
(r) the Issuer Cash Manager may invest monies standing from time to time to
the credit of the Issuer Transaction Accounts and the Issuer GIC Account
(but in the case of the Issuer GIC Account, only following the
enforcement of the Issuer Security and at the request of the Issuer
Security Trustee) subject to the following provisions:
(i) any such Authorised Investment shall be made in the joint names of
the Master Issuer and the Issuer Security Trustee;
(ii) any costs properly and reasonably incurred in making and changing
Authorised Investments will be reimbursed to the Issuer Cash
Manager and the Issuer Security Trustee by the Master Issuer;
(iii) all income or proceeds following the disposal or maturity of
Authorised Investments shall be credited to the Issuer Transaction
Account from which moneys were withdrawn to make the relevant
Authorised Investment; and
(iv) following the enforcement of the Issuer Security no such
investment may be made without the prior written consent of the
Issuer Security Trustee.
23
The Issuer Security Trustee and the Issuer Cash Manager shall not be
responsible (save where any loss results from the Issuer Security
Trustee's or the Issuer Cash Manager's own fraud, wilful default or
gross negligence or that of its officers or employees) for any loss
occasioned by reason of any such Authorised Investments whether by
depreciation in value or otherwise provided that such Authorised
Investments were made in accordance with the above provisions;
(s) (i) if necessary, perform all currency conversions free of charge,
cost or expense at the relevant exchange rate; and
(ii) if necessary, perform all interest rate conversions free of
charge, cost or expense at the relevant interest Specified
Currency Exchange rate.
for the purposes of any calculations referred to in sub-paragraphs (i)
and (ii) above, all percentages resulting from such calculations will be
rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (e.g. 9.876541% (or 0.09876541) being rounded down to
9.87654% (or 0.0987654)) and (ii) any currency amounts used in or
resulting from such calculations will be rounded in accordance with the
relevant market practice;
(t) arrange payment of all fees to the London Stock Exchange plc or, as
applicable, the UK Listing Authority; and
(u) provide services in relation to Swap Collateral (including, without
limitation, in connection with the transfer, receipt, administration
and/or holding of Swap Collateral, the making of calculations,
determinations, communications or valuations, the opening and
maintenance of the Issuer Swap Collateral Accounts and the Issuer Swap
Collateral Ledger; and the entering into of Issuer Swap Collateral
Ancillary Documents).
24
SCHEDULE 2
Cash Management and Maintenance of Ledgers
1. Determination
(a) On or before each Distribution Date immediately preceding a
Monthly Payment Date, the Issuer Cash Manager shall determine each
of the following in accordance with this paragraph 1:
(i) the amount of any Issuer Available Revenue Receipts to be
applied on the following Monthly Payment Date in accordance
with the Issuer Pre-Enforcement Revenue Priority of Payments
set forth in paragraph 1 of Schedule 2 of the Issuer Deed of
Charge;
(ii) the amount of any Issuer Available Principal Receipts to be
applied on the following Monthly Payment Date in accordance
with the Issuer Pre-Enforcement Principal Priority of
Payments set forth in paragraph 2 of Schedule 2 of the
Issuer Deed of Charge;
(iii) whether there will be an excess or a deficit of the Issuer
Available Revenue Receipts to pay items (A) through (M) of
the Issuer Pre-Enforcement Revenue Priority of Payments as
set forth in paragraph 1 of Schedule 2 of the Issuer Deed of
Charge;
(iv) whether there will be an excess or deficit of Issuer
Available Principal Receipts to pay principal due in respect
of any Original Bullet Loan Tranche in accordance with the
Issuer Pre-Enforcement Principal Priority of Payments set
forth in Schedule 2 to the Issuer Deed of Charge;
(v) the various amounts, balances and rates to be calculated in
accordance with the Issuer Swap Agreements, and shall
promptly notify the Master Issuer, the Issuer Security
Trustee and each Calculation Agent (as defined in each
Issuer Swap Agreement) of such amounts, balances and rates;
and
(vi) the Principal Amount Outstanding of the Issuer Notes, the
Pool Factor, and the Note Principal Payment of the Issuer
Notes in accordance with the Conditions. If the Master
Issuer or the Issuer Cash Manager fail to make the
determinations in this sub-clause (vi), such determinations
will be made by the Note Trustee.
(b) The Issuer Cash Manager may make all the determinations referred
to in paragraph 1(a) on the basis of any reasonable and proper
assumptions as the Issuer Cash Manager considers appropriate
(including without limitation as to the amount of any payments to
be made under paragraph 1 of Schedule 2 of the Issuer Deed of
Charge during the period from and including any Distribution Date
immediately preceding a Monthly Payment Date to but excluding such
Monthly Payment Date).
25
(c) The Issuer Cash Manager shall notify the Master Issuer and the
Issuer Security Trustee on request of any such other assumptions
and shall take account of any representations made by the Master
Issuer and the Issuer Security Trustee (as the case may be) in
relation thereto.
(d) Each determination made in accordance with this paragraph 1 shall
(in the absence of bad faith, wilful default, negligence and
manifest error) be final and binding on all persons.
2. Notification of Determinations
(a) The Issuer Cash Manager will cause each determination of Issuer
Available Principal Receipts and Issuer Available Revenue Receipts
(in accordance with paragraph 1(a)(i) and (ii)) and any Issuer
Income Deficit (in accordance with paragraph 1(a)(iii)) to be
notified forthwith, following the calculation thereof, to the
Master Issuer.
(b) The Issuer Cash Manager shall procure that the determinations and
notifications required to be made pursuant to Condition 5(C) of
the Conditions are made.
3. Priority of Payments for Issuer Available Revenue Receipts
Issuer Available Revenue Receipts will be applied by the Issuer Cash
Manager on each Monthly Payment Date until enforcement of the Issuer
Security pursuant to the Issuer Deed of Charge or until such time as
there are no Issuer Secured Obligations outstanding, in making such
payments and provisions in the order of priority set out in the Issuer
Pre-Enforcement Revenue Priority of Payments (in each case only if and
to the extent that payments or provisions of a higher priority have been
made in full) set out in Part 1 of Schedule 2 of the Issuer Deed of
Charge.
Prior to the enforcement of the Issuer Security, on each Monthly Payment
Date, the amounts standing to the credit of any sub-ledger of the Issuer
Revenue Ledger (in respect of a Series and Class of Issuer Notes) may
only be applied by the Issuer Cash Manager to pay the interest and other
amounts due in respect of such Series and Class of Issuer Notes under
the Issuer Pre-Enforcement Revenue Priority of Payments provided that:
(a) to the extent that on any Monthly Payment Date, amounts standing
to the credit of the Issuer Revenue Ledger (excluding amounts
standing to the credit of the sub-ledgers for each Series and
Class of Issuer Notes) and the Issuer Reserve Ledger are
insufficient to pay items (A) to (D) of the Issuer Pre-Enforcement
Revenue Priority of Payments, then the Issuer Cash Manager will,
in no order of priority among them but in proportion of the amount
required, apply amounts standing to the credit of the sub-ledgers
of the Issuer Revenue Ledger in respect of the Class D Notes of
each Series on such date to meet such shortfall (until the balance
of such sub-ledgers is zero), then amounts standing to the credit
of the sub-ledgers of the Issuer Revenue Ledger in respect of the
Class C Notes of each Series (until the balance of such
sub-ledgers is zero), then amounts standing to the credit of the
sub-ledgers of the Issuer Revenue Ledger in respect of the Class M
Notes of each Series (until
26
the balance of such sub-ledgers is zero), then amounts standing to
the credit of the sub-ledgers of the Issuer Revenue Ledger in
respect of the Class B Notes (until the balance of such
sub-ledgers is zero) and then amounts standing to the credit of
the sub-ledgers of the Issuer Revenue Ledger in respect of the
Class A Notes (until the balance of such sub-ledgers is zero); and
(b) where, on a Note Payment Date for a Series and Class of Issuer
Notes, an amount standing to the credit of the Issuer Reserve
Ledger is applied to pay interest and other amounts due in respect
of such Issuer Notes under the Issuer Pre-Enforcement Revenue
Priority of Payments, then to the extent that, on following Note
Payment Date in respect of such Issuer Notes (and following
payment of interest and other amounts due in respect of such
Issuer Notes), there remains an amount credited to the sub-ledger
to the Issuer Revenue Ledger in respect of such Issuer Notes, the
Issuer Cash Manager will apply such amount towards the
replenishment of the Issuer Reserve Fund in accordance with item
(K) of the Issuer Pre-Enforcement Revenue Priority of Payments.
To the extent that on any Note Payment Date for a Series and Class of
Issuer Notes, amounts standing to the credit of any sub-ledger of the
Issuer Revenue Ledger (in respect of such Issuer Notes) are insufficient
to pay the interest and other amounts due in respect of such Series and
Class of Issuer Notes under the Issuer Pre-Enforcement Revenue Priority
of Payments, then:
(a) the Issuer Cash Manager will firstly apply amounts standing to the
credit of the Issuer Expense Sub-Ledger on such date to meet such
shortfall; and
(b) if amounts standing to the credit of the Issuer Expense Sub-Ledger
that are applied in accordance with the previous paragraph are
insufficient to meet such shortfall on such date, then the Issuer
Cash Manager will apply amounts standing to the credit of the
Issuer Reserve Ledger on such date to meet such shortfall,
in each case, which are not otherwise required to pay the amounts set
forth in items (A) to (D) of the Issuer Pre-Enforcement Revenue Priority
of Payments or any shortfall in any sub-ledger of the Issuer Revenue
Ledger (in respect of a more senior Class of Issuer Notes) on such date.
Where a shortfall has arisen on a Note Payment Date in respect of two or
more Issuer Notes of the same Class of any Series, the amounts referred
to above will be applied to meet each shortfall in no order of priority
among them but in proportion to the amount required by each Series and
Class of Issuer Notes.
4. Distribution of Issuer Available Principal Receipts Prior to Enforcement
of the Issuer Security
Issuer Available Principal Receipts will be applied by the Issuer Cash
Manager on each Monthly Payment Date until enforcement of the Issuer
Security pursuant to the Issuer Deed of Charge or until such time as
there are no Issuer Secured Obligations outstanding, in making such
payments and provisions in the order of priority set out in the Issuer
Pre-Enforcement Principal Priority of Payments (in each case only if and
to
27
the extent that payments or provisions of a higher priority have been
made in full) set out in Part 2 of Schedule 2 of the Issuer Deed of
Charge.
5. Use of Ledgers
The Issuer Cash Manager shall forthwith record monies received or
payments made by it on behalf of the Master Issuer in the ledgers in the
manner set out in this Agreement. If, at any time, the Issuer Cash
Manager is in any doubt as to which ledger a particular amount should be
credited or debited, it shall consult with the Issuer Security Trustee
thereon.
Except as provided in Clause 2.4(b) of the Issuer Bank Account
Agreement, a debit item shall only be made in respect of any of the
Issuer Ledgers, and the corresponding payment or transfer (if any) may
only be made from the Issuer Transaction Accounts, to the extent that
such entry does not cause the relevant ledger to have a debit balance.
6. Issuer Revenue Ledger
The Issuer Cash Manager shall ensure that:
(a) the following amounts shall be credited to the Issuer Revenue
Ledger:
(i) all interest fees and any other amount (not including
principal), if any, paid by Funding 2 to the Master Issuer
under the terms of the Global Intercompany Loan Agreement;
(ii) all interest received by the Master Issuer in respect of the
Issuer Bank Accounts;
(iii) all amounts received by the Master Issuer representing
income on any Issuer Authorised Investments;
(iv) all revenue amounts (including any early termination payment
which is to be used to acquire, if necessary, a new currency
and/or interest rate swap) received by the Master Issuer
under the Issuer Swap Agreements;
(b) any payment or provision made under paragraph 3 of this Schedule 2
shall be debited to the Issuer Revenue Ledger and the applicable
sub-ledger;
(c) the amounts received from Funding 2 in respect of items (B), (S),
(U) and (V) of the Funding 2 Pre-Enforcement Revenue Priority of
Payments shall be credited to the Issuer Expense Sub-Ledger; and
(d) the amounts received from Funding 2 in respect of interest due on
a Loan Tranche shall be credited to a sub-ledger (in respect of
the Series and Class of Issuer Notes that funded such Loan
Tranche) to the Issuer Revenue Ledger and payments of interest in
respect of such Series and Class of Issuer Notes by the Master
Issuer shall be debited to such sub-ledger.
The Issuer Cash Manager shall ensure that, prior to the enforcement of the
Issuer Security, on each Monthly Payment Date, the amounts standing to the
credit of any sub-ledger of the
28
Issuer Revenue Ledger (in respect of a Series and Class of Issuer Notes) may
only be applied by the Issuer Cash Manager to pay the interest and other
amounts due in respect of such Series and Class of Issuer Notes under the
Issuer Pre-Enforcement Revenue Priority of Payments provided that:
(A) to the extent that on any Monthly Payment Date, amounts standing to the
credit of the Issuer Revenue Ledger (excluding amounts standing to the
credit of the sub-ledgers for each Series and Class of Issuer Notes) and
the Issuer Reserve Ledger are insufficient to pay items (A) to (D) of
the Issuer Pre-Enforcement Revenue Priority of Payments, then the Issuer
Cash Manager will, in no order of priority among them but in proportion
to the amount required, apply amounts standing to the credit of the
sub-ledgers of the Issuer Revenue Ledger in respect of the Class D Notes
of each Series on such date to meet such shortfall (until the balance of
such sub-ledgers is zero), then amounts standing to the credit of the
sub-ledgers of the Issuer Revenue Ledger in respect of the Class C Notes
of each Series (until the balance of such sub-ledgers is zero), then
amounts standing to the credit of the sub-ledgers of the Issuer Revenue
Ledger in respect of the Class M Notes of each Series (until the balance
of such sub-ledgers is zero), then amounts standing to the credit of the
sub-ledgers of the Issuer Revenue Ledger in respect of the Class B Notes
(until the balance of such sub-ledgers is zero) and then amounts
standing to the credit of the sub-ledgers of the Issuer Revenue Ledger
in respect of the Class A Notes (until the balance of such sub-ledgers
is zero); and
(B) where, on a Note Payment Date for a Series and Class of Issuer Notes, an
amount standing to the credit of the Issuer Reserve Ledger is applied to
pay interest and other amounts due in respect of such Issuer Notes under
the Issuer Pre-Enforcement Revenue Priority of Payments, then to the
extent that, on following Note Payment Dates in respect of such Issuer
Notes (and following payment of interest and other amounts due in
respect of such Issuer Notes), there remains an amount credited to the
sub-ledger to the Issuer Revenue Ledger in respect of such Issuer Notes,
the Issuer Cash Manager will apply such amount towards the replenishment
of the Issuer Reserve Fund in accordance with item (K) of the Issuer
Pre-Enforcement Revenue Priority of Payments.
To the extent that on any Note Payment Date for a Series and Class of Issuer
Notes, amounts standing to the credit of any sub-ledger of the Issuer Revenue
Ledger (in respect of such Issuer Notes) are insufficient to pay the interest
and other amounts due in respect of such Series and Class of Issuer Notes
under the Issuer Pre-Enforcement Revenue Priority of Payments, then:
(1) the Issuer Cash Manager will firstly apply amounts standing to the
credit of the Issuer Expense Sub-Ledger on such date to meet such
shortfall; and
(2) if amounts standing to the credit of the Issuer Expense Sub-Ledger that
are applied in accordance with item (1) above are insufficient to meet
such shortfall on such date, then the Issuer Cash Manager will apply
amounts standing to the credit of the Issuer Reserve Ledger on such date
to meet such shortfall,
in each case, which are not otherwise required to pay the amounts set forth in
items (A) to (D) of the Issuer Pre-Enforcement Revenue Priority of Payments or
any shortfall in any other
29
sub-ledger of the Issuer Revenue Ledger (in respect of a more senior Class of
Issuer Notes) on such date.
Where a shortfall has arisen on a Note Payment Date in respect of two or more
Issuer Notes of the same Class of any Series, the amounts referred to above
will be applied to meet each shortfall in no order of priority among them but
in proportion to the amount required by each Series and Class of Issuer Notes.
7. Issuer Principal Ledger
The Issuer Cash Manager shall ensure that:
(a) all principal paid by Funding 2 to the Master Issuer under the
terms of the Global Intercompany Loan Agreement shall be credited
to the Issuer Principal Ledger;
(b) any payment or provision made under paragraph 4 of Schedule 2 of
the Issuer Deed of Charge shall be debited to the Issuer Principal
Ledger; and
(c) the amounts of principal received from Funding 2 in respect of a
Loan Tranche shall be credited to a sub-ledger to the Issuer
Principal Ledger in respect of the Series and Class of Issuer
Notes which funded such Loan Tranche and repayments of principal
in respect of such Series and Class of Issuer Notes by the Issuer
or on its behalf shall be debited to such sub-ledger.
The Issuer Cash Manager shall ensure that prior to the enforcement of
the Issuer Security, on each Note Payment Date, the amounts standing to
the credit of any sub-ledger of the Issuer Principal Ledger (in respect
of a Series and Class of Issuer Notes) may only be applied by the Issuer
Cash Manager to pay the principal amounts due (if any) in respect of
such Series and Class of Issuer Notes under the Issuer Pre-Enforcement
Principal Priority of Payments. If, however, on a Note Payment Date, an
amount standing to the Credit of the Issuer Reserve Ledger is applied to
pay principal amounts due in respect of a Series and Class of Issuer
Notes under the Issuer Pre-Enforcement Principal Priority of Payments,
then to the extent that, on the following Note Payment Dates in respect
of such Series and Class of Issuer Notes, there is an amount credited to
the sub-ledger to the Issuer Principal Ledger in respect of such Series
and Class of Issuer Notes, the Issuer Cash Manager will apply such
amount towards the replenishment of the Issuer Reserve Fund in
accordance with the Issuer Pre-Enforcement Principal Priority of
Payments.
8. Issuer Reserve Ledger
The Issuer Cash Manager shall ensure that:
(a) amounts shall be credited to the Issuer Reserve Ledger to fund
and/or replenish it in accordance with the Issuer Priority of
Payments; and
(b) any payment or provision made under paragraphs 3 or 4 of this
Schedule 2 and in accordance with the Issuer Deed of Charge shall
be debited to the Issuer Reserve Ledger.
30
9. Records
The Issuer Cash Manager shall ensure that a separate record is kept of
any amount received from each of the Issuer Swap Providers pursuant to
each of the Issuer Swap Agreements.
10. Swap Collateral Ledger
In connection with Swap Collateral the Issuer Cash Manager shall ensure
that the appropriate debits and credits are made to the Swap Collateral
Ledger in accordance with Clause 4.8 (Swap Collateral).
11. Issuer Note Ledger
The Issuer Cash Manager shall ensure that:
The following amounts shall be debited on a sub-ledger to the Issuer
Note Ledger in respect of a Series and Class of Issuer Notes:
(a) all interest, fees and any other amount (not including principal),
if any, paid by the Master Issuer in respect of such Series and
Class of Issuer Notes under the terms and conditions of such
Series and Class of Issuer Notes; and
(b) all amounts of principal, if any, paid by the Master Issuer in
respect of such Series and Class of Issuer Notes under the terms
and conditions of such Series and Class of Issuer Notes.
The following amounts shall be credited on such sub-ledger
(a) the initial Principal Amount Outstanding of such Series and Class
of Issuer Notes; and
(b) all interest, fees and any other amounts incurred in respect of
such Series and Class of Issuer Notes under the terms and
conditions of such Series and Class of Issuer Notes.
31
SCHEDULE 3
Form of Issuer Quarterly Report
Granite Master Issuer plc
Profit & Loss Account
Period Ended
This Quarter Prior Quarter
(GBP) 000's (GBP) 000's
Interest Receivable - Intercompany Loan
Interest Receivable - Cash Deposits/Authorised
Investments
-----------------------------
0 0
Interest Payable - Notes
Interest Payable
-----------------------------
0 0
Net Operating Income -----------------------------
0 0
Other Income
Operating Expenses
-----------------------------
Profit/loss on ordinary activities before tax 0 0
Taxation
-----------------------------
Profit/loss on ordinary activities after tax 0 0
Dividend 0 0
Retained profit brought forward 0 0
-----------------------------
Retained profit for the year 0 0
=============================
32
Granite Master Issuer plc
Balance Sheet
Period Ended
(GBP) 000's (GBP) 000's
Fixed Asset Investments
Intercompany Lending 0
Current Assets
Interest Receivable 0
Other debtors 0
Cash at Bank 0
Current Issuer Transaction Account:
------------
0
------------
Creditors: Amounts falling due within one year
Accruals 0
Interest Payable Accrual 0
Taxation 0
------------
0
------------
Net current assets 0
Creditors: Amounts falling due after one year
Amount due to Noteholders 0
------------
Total Assets less current liabilities 0
============
Share Capital 0
Reserves 0
------------
0
============
33
Granite Master Issuer plc
Balance Sheet
Period Ended
Granite Master Issuer plc
Balance Sheet
Period Ended
Granite Mortgages 04-3 plc [o]
Notes Outstanding
Period Ended
Series [o]
Class [o]
Moody's Current Rating
Fitch Ratings Current Rating
S&P Current Rating
Series [o]
Class [o]
Initial Note Balance
Previous Quarters Note Principal
Note Redemptions
Outstanding Note Principal
Granite Master Issuer plc
Balance Sheet
Period Ended
Series [o]
Class [o]
Note Interest Margins
Step Up Dates
Step Up Margins
34
SCHEDULE 4
Issuer Cash Manager Representations and Warranties
The Issuer Cash Manager makes the following representations and warranties to
each of the Master Issuer and the Issuer Security Trustee:
1. Status: It is a public limited company duly incorporated, validly
existing and registered under the laws of the jurisdiction in which it
is incorporated, capable of being sued in its own right and not subject
to any immunity from any proceedings, and it has the power to own its
property and assets and to carry on its business as it is being
conducted.
2. Powers and authority: It has the power to enter into, perform and
deliver, and has taken all necessary corporate and other action to
authorise the execution, delivery and performance by it of each of the
Transaction Documents to which it is or will be a party, and each such
Transaction Document has been duly executed and delivered by it.
3. Legal validity: Each Transaction Document to which it is or will be a
party constitutes or when executed in accordance with its terms will
constitute, a legal, valid and binding obligation.
4. Non-conflict: The execution by it of each of the Transaction Documents
to which it is a party and the exercise by it of its rights and the
performance of its obligations under such Transaction Documents will
not:
(a) conflict with any document which is binding upon it or any of its
assets;
(b) conflict with its constitutional documents; or
(c) conflict with any law, regulation or official or judicial order of
any government, governmental body or court, domestic or foreign,
having jurisdiction over it.
5. No litigation: It is not a party to any material litigation, arbitration
or administrative proceedings and, to its knowledge, no material
litigation, arbitration or administrative proceedings are pending or
threatened against it.
6. Consents and Licenses: All governmental consents, licences and other
approvals and authorisations required in connection with the entry into,
performance, validity and enforceability of, and the transactions
contemplated by, the Transaction Documents have been obtained or
effected (as appropriate) and are in full force and effect.
7. Solvency: No Insolvency Event has occurred in respect of the Issuer Cash
Manager, and the Issuer Cash Manager is not insolvent.
8. Financial Statements: The most recent financial statements of the Issuer
Cash Manager:
35
(a) were prepared in accordance with accounting principles generally
accepted in England and Wales consistently applied;
(b) disclose all liabilities (contingent or otherwise) and all
unrealised and or anticipated losses of the Issuer Cash Manager;
and
(c) save as disclosed therein, give a true and fair view of the
financial condition and operations of the Issuer Cash Manager
during the relevant financial year.
9. No Adverse Change: Since the date as of which the most recent financial
statements of the Issuer Cash Manager were stated to be prepared, there
has been:
(a) no significant change in the financial position of the Issuer Cash
Manager; and
(b) no material adverse change in the financial position or prospects
of the Issuer Cash Manager.
10. Ranking of Claims: Under the laws of England and Wales in force as at
the date of making this representation, claims against the Issuer Cash
Manager under the Transaction Documents will rank at least pari passu
with the claims of all its other unsecured and unsubordinated creditors,
save those whose claims are preferred solely by any bankruptcy,
liquidation or other similar laws of general application.
11. Information in Prospectus and Reg S Prospectus: All information in the
Prospectus and the Reg S Prospectus with regard to the Issuer Cash
Manager is true and accurate in all material respects and not misleading
in any material respect.
The Issuer Cash Manager has made all proper inquiries to ascertain and to
verify the foregoing.
36
EXECUTION PAGE
as Issuer Cash Manager
EXECUTED for and on behalf of )
NORTHERN ROCK PLC )
by )
_________________________
Name:
as Master Issuer
EXECUTED for and on behalf of )
GRANITE MASTER ISSUER PLC )
acting by a director )
_________________________
Name:
as Issuer Security Trustee
EXECUTED for and on behalf of )
THE BANK OF NEW YORK )
by )
_________________________
Name:
37