Determination. (a) On or before each Distribution Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the preceding day, the Cash Manager shall determine each of the following: (i) the amount of Principal Receipts and Revenue Receipts received during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period; (ii) the amount of any Mortgages Trustee Available Revenue Receipts received during the immediately preceding Trust Calculation Period; (iii) the amount of any net credit on the Non-Flexible Overpayments Sub Ledger; (iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date; (v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and (vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate Swap and/or any Currency Rate Swap, and shall promptly notify the Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Swap Agreement) of such amounts, balances and rates. (b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), the Cash Manager shall determine each of the following: (i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period; (ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed; (iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and (iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed. (c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following: (i) the amount of any Funding Available Revenue Receipts to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments; and (ii) the amount of any Funding Available Principal Receipts to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments. (d) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following: (i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments; (ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and (iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of Payments. (e) The Cash Manager shall make all the determinations referred to in paragraphs 1(a) to (d) herein on the basis of the following assumptions: (i) that the amount of any Losses will not increase; (ii) that any debit balance on any Issuer Principal Deficiency Ledger will not increase; and (iii) such other assumptions (including without limitation as to the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments during the period from and including the Distribution Date immediately prior to each Payment Date to and excluding such Payment Date) as the Cash Manager considers appropriate. The Cash Manager shall notify the Mortgages Trustee, Funding and the Security Trustee on request of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding and the Security Trustee (as the case may be) in relation thereto. (f) The Cash Manager shall: (i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee; (ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited. (g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice). (h) 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.
Appears in 5 contracts
Sources: Cash Management Agreement (Granite Mortgages 02-1 PLC), Cash Management Agreement (Granite Mortgages 03-3 PLC), Cash Management Agreement (Granite Mortgages 03-2 PLC)
Determination. (a) On or before each Distribution Current Issuer Note Determination Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the immediately preceding daya Payment Date, the Current Issuer Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(i) the amount of Principal Receipts and any Current Issuer Available Revenue Receipts received during to be applied on the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined following Payment Date in accordance with the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation PeriodCurrent Issuer Pre-Enforcement Revenue Priority of Payments set forth in paragraph 3 of this Schedule 2;
(ii) the amount of any Mortgages Trustee Current Issuer Available Revenue Principal Receipts received during to be applied on the immediately preceding Trust Calculation Periodfollowing Payment Date in accordance with the Current Issuer Pre-Enforcement Principal Priority of Payments set forth in paragraph 4 of this Schedule 2;
(iii) whether there will be an excess or a deficit of the amount Current Issuer Available Revenue Receipts to pay items (A) through (P) of the Current Issuer Pre-Enforcement Revenue Priority of Payments (after taking account of any net credit on the Non-Flexible Overpayments Sub LedgerGroup 1 Shared Issuer Revenue Receipts or Group 2 Shared Issuer Revenue Receipts available therefor) as set forth in paragraph 3 of this Schedule 2;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate the Current Issuer Swap and/or any Currency Rate SwapAgreements, and shall promptly notify the Current Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Current Issuer Swap Agreement) of such amounts, balances and rates; and
(v) the Principal Amount Outstanding of the Current Issuer Notes, the Pool Factor, and the Note Principal Payment of the Current Issuer Notes in accordance with the Conditions.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), If the Current Issuer Cash Manager shall determine each determines (as set forth in paragraph 1(a)(iii)) that there is a Current Issuer Income Deficit and the Current Issuer has provided for that deficit by the application of funds standing to the credit of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed)Current Issuer Principal Ledger, if any, during such immediately preceding Trust Calculation Period;
(ii) (then the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Funding Available Revenue Receipts to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments; and
(ii) the amount of any Funding Available Principal Receipts to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments.
(d) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Current Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of Payments.
(e) The Cash Manager shall make all a corresponding debit entry in the determinations referred to in paragraphs 1(a) to (d) herein on the basis of the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any relevant Current Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions (including without limitation as to Sub Ledger, PROVIDED THAT the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments during the period from and including the Distribution Date immediately prior to each Payment Date to and excluding such Payment Date) as the Cash Manager considers appropriate. The Current Issuer Cash Manager shall notify ensure that Current Issuer Principal Receipts are not used to pay interest on any class of Current Issuer Notes if and to the Mortgages Trusteeextent that would result in a deficiency being recorded, Funding or an existing deficiency being increased, on a Current Issuer Principal Deficiency Sub Ledger relating to a higher ranking Class of Current Issuer Notes, and the Security Trustee on request furthermore that Current Issuer Principal Receipts are not used to make up any deficit other than in respect of any such other assumptions items (A) through (E), (G), (I) and shall take account of any representations made by the Mortgages Trustee, Funding and the Security Trustee (as the case may beK) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(h) 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.Current Issuer Pre-
Appears in 5 contracts
Sources: Issuer Cash Management Agreement (Granite Mortgages 04-1 PLC), Issuer Cash Management Agreement (Granite Mortgages 04-2 PLC), Issuer Cash Management Agreement (Granite Mortgages 04-1 PLC)
Determination. (a) On or before each Distribution Calculation Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the London Business Day immediately preceding daythe relevant Calculation Date, the Cash Manager shall determine each of the following:
(i) the amount of Principal Receipts and Revenue Receipts received during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) the amount of any Mortgages Trustee Trust Available Revenue Receipts received during the immediately preceding Trust Calculation Period;; and
(iii) the amount of any net credit on the Non-Flexible Overpayments Sub Ledger;
(iv) the amount of Mortgages Trustee Trust Available Revenue Receipts and Principal Receipts to be distributed to Funding 1 and to the Seller on such the Distribution Date immediately following the relevant Calculation Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate Swap and/or any Currency Rate Swap, and shall promptly notify the Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Swap Agreement) of such amounts, balances and rates.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Calculation Date), the Cash Manager shall determine each of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during in the period from the immediately preceding Trust Calculation Period and during each Interim Date to the relevant Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation PeriodDate;
(ii) (the Funding 1 Share, the Seller Share, the Funding 1 Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iviii) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately Four Business Days prior to each Funding 1 Interest Payment Date, Date the Cash Manager shall determine each of the following:
(i) the amount of any Funding 1 Available Revenue Receipts to be applied on the relevant following Funding 1 Interest Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments; and
(ii) the amount of any Funding Available Principal Receipts to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments.
(d) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding 1 Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Issuer Allocable Funding 1 Available Principal Receipts for each Issuer to be applied on the following Funding 1 Interest Payment Date in accordance the with Funding Pre-Enforcement 1’s Principal Priority Priorities of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of Payments1 Income Deficit.
(ed) The Cash Manager shall make all the determinations referred to in paragraphs 1(a) to (dc) herein above on the basis of the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any Issuer the Principal Deficiency Ledger will not increase; and
(iii) such other assumptions (including without limitation as to the amount of any payments or provisions to be made in accordance with the applicable Funding 1 Priority of Payments during the period from and including the Distribution Intercompany Loan Determination Date immediately prior to each Funding 1 Interest Payment Date to and excluding such Funding 1 Interest Payment Date) as the Cash Manager considers appropriate. The Cash Manager shall on request notify the Mortgages Trustee, Funding 1 and the Security Trustee on request in writing of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding 1 and the Security Trustee (as the case may be) in relation thereto.
(fe) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding 1 and the Mortgages Trustee;
(ii) provide or procure the provision of company secretarial and administration services to Funding 1 and the Mortgages Trustee including the keeping of all registers and the making of all returns required by applicable law or by UK regulatory authorities, co-operate in the convening of board and general meetings and provide registered office facilities;
(iii) itself on behalf of Funding 1 and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding 1 and the Mortgages Trustee, pay all out-of-pocket expenses of Funding 1 and the Mortgages Trustee incurred in the performance of the Cash Manager's ’s duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(gf) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(hg) 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.
Appears in 3 contracts
Sources: Cash Management Agreement (Permanent Mortgages Trustee LTD), Cash Management Agreement (Permanent Mortgages Trustee LTD), Cash Management Agreement (Permanent Mortgages Trustee LTD)
Determination. (a) On or before each Distribution Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the preceding day, the Cash Manager shall determine each of the following:
(i) the amount of Principal Receipts and Revenue Receipts received during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) the amount of any Mortgages Trustee Available Revenue Receipts received during the immediately preceding Trust Calculation Period;
(iii) the amount of any net credit on the Non-Flexible Overpayments Sub Ledger;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate Swap and/or any Currency Rate Swap, and shall promptly notify the each Issuer, the First each Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Swap Agreement) of such amounts, balances and rates.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date and Funding Contribution Date), the Cash Manager shall determine each of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent (i) the Seller has sold and assigned New Mortgage Loans Loans, or (ii) Funding has made a Further Contribution, to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than On each Distribution Date immediately prior Date, in relation to each Payment the Mortgages Trustee Revenue Receipts received from the Mortgages Trustee on such Distribution Date, the Cash Manager shall determine each of the followingfollowing amounts:
(i) the an amount of any Funding Available Revenue Receipts equal to all amounts to be applied on the relevant immediately succeeding Payment Date in accordance with Dates for Group 1 Issuers and Group 2 Issuers set forth under items (A)-(D) of the Funding Pre-Enforcement Revenue Priority of Payments or, as the case may be, items (A)-(C) of the Funding Post-Enforcement Priority of Payments; , and
(ii) (A) an amount which is equal to the lesser of:
(1) an amount equal to the aggregate of any Funding Available Principal Receipts the amounts to be applied on the following immediately succeeding Payment Date in accordance the Funding Pre-Enforcement Principal Priority for all Group 1 Issuers as set forth under items (E)-(Q) of Payments.
(d) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
Payments or, as the case may be, items (iiD)-(G) of the Funding Post-Enforcement Priority of Payments (but excluding any principal amount due under any Intercompany Loan (save that, for the avoidance of doubt, such exclusion shall not apply in respect of any Group 1 Available Revenue Receipts which are applied by any Group 1 Issuer to credit that Issuer's Principal Deficiency Ledgers and thereby reduce the principal payable under that Issuer's Intercompany Loan) and any amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance Deferred Contribution under item (P) of the Funding Pre-Enforcement Principal Revenue Priority of Payments and/or item (F) of the Funding Post-Enforcement Priority of Payments), less all other amounts (not derived from the distribution of Mortgages Trustee Available Revenue Receipts under the Mortgages Trust) which will constitute Group 1 Available Revenue Receipts on the immediately succeeding Payment Date; and
(iii2) the an amount of any Shared Issuer (not less than zero) equal to: remaining Mortgages Trustee Available Revenue Receipts and Shared Issuer Principal Receipts x Group 1 Share Percentage allocated to be applied on the following Payment Date in accordance with the Funding Priority of Payments.
(e) The Cash Manager shall make all the determinations referred to in paragraphs 1(a) to (d) herein on the basis of the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions (including without limitation as to the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments during the period from and including the Distribution Date immediately prior to each Payment Date to and excluding such Payment Date) as the Cash Manager considers appropriate. The Cash Manager shall notify the Mortgages Trustee, Funding and the Security Trustee on request of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding and the Security Trustee (as the case may be) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(h) 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.Funding
Appears in 3 contracts
Sources: Cash Management Agreement (Granite Mortgages 03-2 PLC), Cash Management Agreement (Granite Mortgages 03-2 PLC), Cash Management Agreement (Granite Mortgages 04-2 PLC)
Determination. (a) On or before each Distribution Current Issuer Note Determination Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the immediately preceding daya Payment Date, the Current Issuer Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(i) the amount of Principal Receipts and any Current Issuer Available Revenue Receipts received during to be applied on the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined following Payment Date in accordance with the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation PeriodCurrent Issuer Pre-Enforcement Revenue Priority of Payments set forth in paragraph 3 of this Schedule 2;
(ii) the amount of any Mortgages Trustee Current Issuer Available Revenue Principal Receipts received during to be applied on the immediately preceding Trust Calculation Periodfollowing Payment Date in accordance with the Current Issuer Pre-Enforcement Principal Priority of Payments set forth in paragraph 4 of this Schedule 2;
(iii) whether there will be an excess or a deficit of the amount Current Issuer Available Revenue Receipts to pay items (A) through (O) of the Current Issuer Pre-Enforcement Revenue Priority of Payments (after taking account of any net credit on the Non-Flexible Overpayments Sub LedgerShared Issuer Revenue Receipts available therefor) as set forth in paragraph 3 of this Schedule 2;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate the Current Issuer Swap and/or any Currency Rate SwapAgreements, and shall promptly notify the Current Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Current Issuer Swap Agreement) of such amounts, balances and rates; and
(v) the Principal Amount Outstanding of the Current Issuer Notes, the Pool Factor, and the Note Principal Payment of the Current Issuer Notes in accordance with the Conditions.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), If the Current Issuer Cash Manager shall determine each determines (as set forth in paragraph 1(a)(iii)) that there is a Current Issuer Income Deficit and the Current Issuer has provided for that deficit by the application of funds standing to the credit of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed)Current Issuer Principal Ledger, if any, during such immediately preceding Trust Calculation Period;
then the Current Issuer Cash Manager shall make a corresponding debit entry in the relevant Current Issuer Principal Deficiency Sub Ledger, PROVIDED THAT the Current Issuer Cash Manager shall ensure that Current Issuer Principal Receipts are not used to pay interest on any class of Current Issuer Notes if and to the extent that would result in a deficiency being recorded, or an existing deficiency being increased, on a Current Issuer Principal Deficiency Sub Ledger relating to a higher ranking Class of Current Issuer Notes, and furthermore that Current Issuer Principal Receipts are not used to make up any deficit other than in respect of items (iiA) through (the Funding ShareE), the Seller Share(G), the Funding Share Percentage (I) and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share PercentageK) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Funding Available Revenue Receipts to be applied on the relevant Payment Date in accordance with the Funding Current Issuer Pre-Enforcement Revenue Priority of Payments; and
(ii) . The Current Issuer Cash Manager shall thereafter record as a debit on the amount Current Issuer Revenue Ledger the application by the Current Issuer of any Funding excess Current Issuer Available Principal Revenue Receipts to be applied extinguish any balance on the following Payment Date in accordance the Funding Pre-Enforcement a Current Issuer Principal Priority of PaymentsDeficiency Sub Ledger.
(dc) No later than each Distribution Date immediately prior to each Payment Date, the The Current Issuer Cash Manager shall determine each of the following:
(i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of Payments.
(e) The Cash Manager shall may make all the determinations referred to in paragraphs paragraph 1(a) to (d) herein on the basis of any reasonable and proper assumptions as the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any Current Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions Cash Manager considers appropriate (including without limitation as to the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments under paragraph 3 below during the period from and including the Distribution Current Issuer Note Determination Date immediately prior to each preceding a Payment Date to and but excluding such Payment Date) as the Cash Manager considers appropriate. The Cash Manager shall notify the Mortgages Trustee, Funding and the Security Trustee on request of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding and the Security Trustee (as the case may be) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(h) 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.
Appears in 2 contracts
Sources: Issuer Cash Management Agreement (Granite Mortgages 03-3 PLC), Issuer Cash Management Agreement (Granite Mortgages 03-3 PLC)
Determination. (a) On or before each Distribution Current Issuer Note Determination Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the immediately preceding daya Payment Date, the Current Issuer Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(i) the amount of Principal Receipts and any Current Issuer Available Revenue Receipts received during to be applied on the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined following Payment Date in accordance with the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation PeriodCurrent Issuer Pre-Enforcement Revenue Priority of Payments set forth in paragraph 3 of this Schedule 2;
(ii) the amount of any Mortgages Trustee Current Issuer Available Revenue Principal Receipts received during to be applied on the immediately preceding Trust Calculation Periodfollowing Payment Date in accordance with the Current Issuer Pre-Enforcement Principal Priority of Payments set forth in paragraph 4 of this Schedule 2;
(iii) whether there will be an excess or a deficit of the amount Current Issuer Available Revenue Receipts to pay items (A) through (O) of the Current Issuer Pre-Enforcement Revenue Priority of Payments (after taking account of any net credit on the Non-Flexible Overpayments Sub LedgerShared Issuer Revenue Receipts available therefor) as set forth in paragraph 3 of this Schedule 2;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any the Current Issuer Basis Rate Swap and/or any and the Current Issuer Currency Rate SwapSwaps, and shall promptly notify the Current Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Current Issuer Basis Rate Swap Agreement and each Current Issuer Currency Swap Agreement) of such amounts, balances and rates; and
(v) the Principal Amount Outstanding of the Current Issuer Notes, the Pool Factor, and the Note Principal Payment of the Current Issuer Notes in accordance with the Conditions.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), If the Current Issuer Cash Manager shall determine each of the following:
determines (ias set forth in paragraph 1(a)(iii)) that there is a deficit (a "CURRENT ISSUER INCOME DEFICIT") in the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Funding Current Issuer Available Revenue Receipts to be applied on pay items (A) through (E), (G) and/or (I) of the relevant Payment Date in accordance with the Funding Current Issuer Pre-Enforcement Revenue Priority of Payments; and
(ii) , and the amount Current Issuer has provided for that deficit by the application of any Funding Available Principal Receipts funds standing to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments.
(d) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each credit of the following:
(i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Current Issuer Principal Receipts to be applied on Ledger, if any, then the following Payment Date in accordance with the Funding Priority of Payments.
(e) The Current Issuer Cash Manager shall make all a corresponding debit entry in the determinations referred to in paragraphs 1(a) to (d) herein on the basis of the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any relevant Current Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions (including without limitation as to Sub Ledger, PROVIDED THAT the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments during the period from and including the Distribution Date immediately prior to each Payment Date to and excluding such Payment Date) as the Cash Manager considers appropriate. The Current Issuer Cash Manager shall notify the Mortgages Trustee, Funding ensure that Current Issuer Principal Receipts are not used to pay interest on any class of Current Issuer Notes if and the Security Trustee on request of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding and the Security Trustee (as the case may be) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shallextent that would result in a deficiency being recorded, if necessaryor an existing deficiency being increased, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred on a Current Issuer Principal Deficiency Sub Ledger relating to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(h) 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.higher ranking
Appears in 2 contracts
Sources: Issuer Cash Management Agreement (Granite Mortgages 03-1 PLC), Issuer Cash Management Agreement (Granite Mortgages 02-2 PLC)
Determination. (a) On or before each Distribution Current Issuer Note Determination Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the immediately preceding daya Payment Date, the Current Issuer Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(i) the amount of Principal Receipts and any Current Issuer Available Revenue Receipts received during to be applied on the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined following Payment Date in accordance with the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation PeriodCurrent Issuer Pre-Enforcement Revenue Priority of Payments set forth in paragraph 3 of this Schedule 2;
(ii) the amount of any Mortgages Trustee Current Issuer Available Revenue Principal Receipts received during to be applied on the immediately preceding Trust Calculation Periodfollowing Payment Date in accordance with the Current Issuer Pre-Enforcement Principal Priority of Payments set forth in paragraph 4 of this Schedule 2;
(iii) whether there will be an excess or a deficit of the amount Current Issuer Available Revenue Receipts to pay items (A) through (O) of the Current Issuer Pre-Enforcement Revenue Priority of Payments (after taking account of any net credit on the Non-Flexible Overpayments Sub LedgerShared Issuer Revenue Receipts available therefor) as set forth in paragraph 3 of this Schedule 2;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate the Current Issuer Swap and/or any Currency Rate SwapAgreements, and shall promptly notify the Current Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Current Issuer Swap Agreement) of such amounts, balances and rates; and
(v) the Principal Amount Outstanding of the Current Issuer Notes, the Pool Factor, and the Note Principal Payment of the Current Issuer Notes in accordance with the Conditions.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), If the Current Issuer Cash Manager shall determine each determines (as set forth in paragraph 1(a)(iii)) that there is a Current Issuer Income Deficit and the Current Issuer has provided for that deficit by the application of funds standing to the credit of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed)Current Issuer Principal Ledger, if any, during such immediately preceding Trust Calculation Period;
(ii) (then the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Funding Available Revenue Receipts to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments; and
(ii) the amount of any Funding Available Principal Receipts to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments.
(d) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Current Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of Payments.
(e) The Cash Manager shall make all a corresponding debit entry in the determinations referred to in paragraphs 1(a) to (d) herein on the basis of the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any relevant Current Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions (including without limitation as to Sub Ledger, PROVIDED THAT the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments during the period from and including the Distribution Date immediately prior to each Payment Date to and excluding such Payment Date) as the Cash Manager considers appropriate. The Current Issuer Cash Manager shall notify ensure that Current Issuer Principal Receipts are not used to pay interest on any class of Current Issuer Notes if and to the Mortgages Trusteeextent that would result in a deficiency being recorded, Funding or an existing deficiency being increased, on a Current Issuer Principal Deficiency Sub Ledger relating to a higher ranking Class of Current Issuer Notes, and the Security Trustee on request furthermore that Current Issuer Principal Receipts are not used to make up any deficit other than in respect of any such other assumptions items (A) through (E), (G), (I) and shall take account of any representations made by the Mortgages Trustee, Funding and the Security Trustee (as the case may beK) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundredCurrent Issuer Pre-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(h) 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.Enforcement Revenue
Appears in 2 contracts
Sources: Issuer Cash Management Agreement (Granite Mortgages 03-2 PLC), Issuer Cash Management Agreement (Granite Mortgages 03-2 PLC)
Determination. (a) On or before each Distribution Date based on the aggregate amount 1.1 As of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the preceding day, the Cash Manager shall determine each of the following:
(i) the amount of Principal Receipts and Revenue Receipts received during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) the amount of any Mortgages Trustee Available Revenue Receipts received during the immediately preceding Trust Calculation Period;
(iii) the amount of any net credit on the Non-Flexible Overpayments Sub Ledger;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate Swap and/or any Currency Rate Swap, and shall promptly notify the Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Swap Agreement) of such amounts, balances and rates.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), the Cash Manager shall determine each of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(ia) the amount of any Funding Available Principal Receipts, Available Revenue Receipts to be applied on Receipts, Revenue Deficiency and each Class A Target Amortisation Amount Shortfall for the relevant Interest Payment Date Date;
(b) the Maximum Class Z VFN Amount;
(c) the Principal Amount Outstanding of the Notes in accordance with the Funding Pre-Enforcement Revenue Priority of PaymentsConditions;
(d) the General Reserve Required Amount, and, if the Liquidity Reserve Fund has been established, the Liquidity Reserve Fund Required Amount;
(e) such other amounts as are required to be determined by the Issuer or Cash Manager in accordance with the Conditions;
(f) certain amounts in relation to the Currency Swap Transaction;
(g) certain amounts in relation to the Interest Rate Swap Transaction including, but not limited to, the Fixed Rate Notional Amount; and
(iih) certain amounts in relation to the amount of any Funding Available Principal Receipts to be applied on Interest Rate Cap Transaction including, but not limited, the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of PaymentsCap Notional Amount.
(da) No later than each Distribution Date immediately On or prior to each Payment Datethe Monthly Test Date following the Monthly Period in which an Advance Date occurred, the Cash Manager shall determine each of whether the following:
(i) Issuer has sufficient funds to pay in full the relevant Further Advance Purchase Price and in the event that the Cash Manager determines that the Issuer has insufficient funds, the Cash Manager will record the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;such shortfall.
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of Payments.
(eb) The Cash Manager shall will notify the Issuer and the Servicer on the date falling three (3) Business Days prior to each Interest Payment Date, of the results of any determination made under paragraph 1.2(a) above.
(a) The Cash Manager may make all the determinations referred to in paragraphs 1(a) to (d) herein 1.1 and 1.2 on the basis of the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any Issuer Principal Deficiency Ledger will not increase; and
(iii) such other reasonable and proper assumptions (including without limitation as to the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments during the period from and including the Distribution Date immediately prior to each Payment Date to and excluding such Payment Date) as the Cash Manager considers appropriate. .
(b) The Cash Manager shall on request notify the Mortgages Trustee, Funding Issuer and the Security Trustee on request in writing of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding and the Security Trustee (as the case may be) Issuer in relation thereto.
(fc) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding shall notify the Interest Rate Hedge Provider and the Mortgages Trustee;
Currency Swap Provider of the Pool Factor (iiwhich shall be determined under paragraph 1.1(e) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are above) at the relevant same time available to Funding and as it notifies the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance Issuer of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded same in accordance with the relevant market practice)Conditions.
(h) 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.
Appears in 1 contract
Sources: Cash Management Agreement
Determination. (a) On or before each Distribution Date based on the aggregate amount 1.1 As of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the preceding day, the Cash Manager shall determine each of the following:
(i) the amount of Principal Receipts and Revenue Receipts received during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) the amount of any Mortgages Trustee Available Revenue Receipts received during the immediately preceding Trust Calculation Period;
(iii) the amount of any net credit on the Non-Flexible Overpayments Sub Ledger;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate Swap and/or any Currency Rate Swap, and shall promptly notify the Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Swap Agreement) of such amounts, balances and rates.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), the Cash Manager shall determine each of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(ia) the amount of any Funding Available Principal Receipts, Available Revenue Receipts to be applied on and Revenue Deficiency for the relevant Interest Payment Date Date;
(b) the Maximum Class Z VFN Amount;
(c) the Principal Amount Outstanding of the Notes in accordance with the Funding Pre-Enforcement Revenue Priority of PaymentsConditions;
(d) the General Reserve Required Amount, and, if the Liquidity Reserve Fund has been established, the Liquidity Reserve Fund Required Amount;
(e) such other amounts as are required to be determined by the Issuer or Cash Manager in accordance with the Conditions; and
(iif) certain amounts in relation to the amount of any Funding Available Principal Receipts to be applied on Interest Rate Swap Agreement including, but not limited to, the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of PaymentsFixed Rate Notional Amount.
(da) No later than each Distribution Date immediately On or prior to each Payment Datethe Monthly Test Date following the Monthly Period in which an Advance Date occurred, the Cash Manager shall determine each of whether the following:
(i) Issuer has sufficient funds to pay in full the relevant Further Advance Purchase Price and in the event that the Cash Manager determines that the Issuer has insufficient funds, the Cash Manager will record the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;such shortfall.
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of Payments.
(eb) The Cash Manager shall will notify the Issuer and the Servicer on the date falling three (3) Business Days prior to each Interest Payment Date, of the results of any determination made under paragraph 1.2(a) above.
(a) The Cash Manager may make all the determinations referred to in paragraphs 1(a) to (d) herein 1.1 and 1.2 on the basis of the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any Issuer Principal Deficiency Ledger will not increase; and
(iii) such other reasonable and proper assumptions (including without limitation as to the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments during the period from and including the Distribution Date immediately prior to each Payment Date to and excluding such Payment Date) as the Cash Manager considers appropriate. .
(b) The Cash Manager shall on request notify the Mortgages Trustee, Funding Issuer and the Security Trustee on request in writing of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding and the Security Trustee (as the case may be) Issuer in relation thereto.
(fc) The Cash Manager shall:shall notify the Interest Rate Swap Provider of the Pool Factor (which shall be determined under paragraph 1.1(e) above) at the same time as it notifies the Issuer of the same in accordance with the Conditions.
(i) 1.4 The Cash Manager will make or procure to be made all returns any other determinations and filings calculations required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and Issuer under the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange LimitedInterest Rate Swap Agreement.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(h) 1.5 Each determination made in accordance with this paragraph 1 shall (in the absence of bad faithfraud, wilful default, negligence and and/or manifest error) be final and binding on all persons.
Appears in 1 contract
Sources: Cash Management Agreement
Determination. (a) On or before each Distribution Current Issuer Note Determination Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the immediately preceding daya Payment Date, the Current Issuer Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(i) the amount of Principal Receipts and any Current Issuer Available Revenue Receipts received during to be applied on the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined following Payment Date in accordance with the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation PeriodCurrent Issuer Pre-Enforcement Revenue Priority of Payments set forth in paragraph 3 of this Schedule 2;
(ii) the amount of any Mortgages Trustee Current Issuer Available Revenue Principal Receipts received during to be applied on the immediately preceding Trust Calculation Periodfollowing Payment Date in accordance with the Current Issuer Pre-Enforcement Principal Priority of Payments set forth in paragraph 4 of this Schedule 2;
(iii) whether there will be an excess or a deficit of the amount Current Issuer Available Revenue Receipts to pay items (A) through (O) of the Current Issuer Pre-Enforcement Revenue Priority of Payments (after taking account of any net credit on the Non-Flexible Overpayments Sub LedgerShared Issuer Revenue Receipts available therefor) as set forth in paragraph 3 of this Schedule 2;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate the Current Issuer Swap and/or any Currency Rate SwapAgreements, and shall promptly notify the Current Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Current Issuer Swap Agreement) of such amounts, balances and rates; and
(v) the Principal Amount Outstanding of the Current Issuer Notes, the Pool Factor, and the Note Principal Payment of the Current Issuer Notes in accordance with the Conditions.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), If the Current Issuer Cash Manager shall determine each determines (as set forth in paragraph 1(a)(iii)) that there is a Current Issuer Income Deficit and the Current Issuer has provided for that deficit by the application of funds standing to the credit of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed)Current Issuer Principal Ledger, if any, during such immediately preceding Trust Calculation Period;
then the Current Issuer Cash Manager shall make a corresponding debit entry in the relevant Current Issuer Principal Deficiency Sub Ledger, PROVIDED THAT the Current Issuer Cash Manager shall ensure that Current Issuer Principal Receipts are not used to pay interest on any class of Current Issuer Notes if and to the extent that would result in a deficiency being recorded, or an existing deficiency being increased, on a Current Issuer Principal Deficiency Sub Ledger relating to a higher ranking Class of Current Issuer Notes, and furthermore that Current Issuer Principal Receipts are not used to make up any deficit other than in respect of items (iiA) through (the Funding ShareE), the Seller Share(G), the Funding Share Percentage (I) and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share PercentageK) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Funding Available Revenue Receipts to be applied on the relevant Payment Date in accordance with the Funding Current Issuer Pre-Enforcement Revenue Priority of Payments; and
(ii) . The Current Issuer Cash Manager shall thereafter record as a debit on the amount Current Issuer Revenue Ledger the application by the Current Issuer of any Funding excess Current Issuer Available Principal Revenue Receipts to be applied extinguish any balance on the following Payment Date in accordance the Funding Pre-Enforcement a Current Issuer Principal Priority of PaymentsDeficiency Sub Ledger.
(dc) No later than each Distribution Date immediately prior to each Payment Date, the The Current Issuer Cash Manager shall determine each of the following:
(i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of Payments.
(e) The Cash Manager shall may make all the determinations referred to in paragraphs paragraph 1(a) to (d) herein on the basis of any reasonable and proper assumptions as the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any Current Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions Cash Manager considers appropriate (including without limitation as to the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments under paragraph 3 below during the period from and including the Distribution Current Issuer Note Determination Date immediately prior to each preceding a Payment Date to and but excluding such Payment Date) as the Cash Manager considers appropriate). The Current Issuer Cash Manager shall notify the Mortgages Trustee, Funding Current Issuer and the Security Note Trustee on request of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding Current Issuer and the Security Note Trustee (as the case may be) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(hd) 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.
Appears in 1 contract
Sources: Issuer Cash Management Agreement (Granite Mortgages 03-3 PLC)
Determination. (a) On or before each Distribution Date based on the aggregate amount of monies standing immediately prior to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the preceding dayeach Monthly Payment Period, the Issuer Cash Manager shall determine each of the following:
(i) the aggregate amount of Principal Receipts and any Issuer Available Revenue Receipts received during the immediately preceding Trust Calculation Period and during to be applied on each Interim Calculation Period (as defined Monthly Payment Date falling in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Periodrelevant Monthly Payment Period in accordance with the Issuer Pre-Enforcement Revenue Priority of Payments;
(ii) the aggregate amount of any Mortgages Trustee Issuer Available Revenue Principal Receipts received during to be applied on each Monthly Payment Date falling in the immediately preceding Trust Calculation Periodrelevant Monthly Payment Period in accordance with the Issuer Pre-Enforcement Principal Priority of Payments;
(iii) whether there will be an excess or a deficit of the amount Issuer Available Revenue Receipts to satisfy the aggregate of any net credit the payments and provisions set out in items (A) through (M) of the Issuer Pre-Enforcement Revenue Priority of Payments that are required to be made on each Monthly Payment Date falling in the Non-Flexible Overpayments Sub Ledgerrelevant Monthly Payment Period;
(iv) the amount whether there will be an excess or deficit of Mortgages Trustee Issuer Available Revenue Receipts and Principal Receipts to be distributed to Funding and to pay the Seller aggregate of the principal amounts due on such Distribution Dateeach Monthly Payment Date falling in the relevant Monthly Payment Period in respect of any Original Bullet Loan Tranche in accordance with the Issuer Pre-Enforcement Principal Priority of Payments;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate each Issuer Swap and/or any Currency Rate SwapAgreement in respect of the payments and provisions to be made on each Monthly Payment Date falling in the relevant Monthly Payment Period; and
(vi) the Principal Amount Outstanding of the Issuer Notes, the Pool Factor, and shall promptly notify the Issuer, Note Principal Payment of the First Issuer Notes in accordance with the Conditions. If the Master Issuer or the Issuer Cash ManagerManager fail to make the determinations in this sub-clause (vi), such determinations will be made by the Note Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Swap Agreement) of such amounts, balances and ratesaccordance with the Conditions.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), the The Issuer Cash Manager shall determine each of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Funding Available Revenue Receipts to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments; and
(ii) the amount of any Funding Available Principal Receipts to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments.
(d) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of Payments.
(e) The Cash Manager shall may make all the determinations referred to in paragraphs paragraph 1(a) to (d) herein on the basis of any reasonable and proper assumptions as the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions Cash Manager considers appropriate (including without limitation as to the amount of any payments or provisions to be made in accordance with under paragraph 1 of Schedule 2 of the applicable Funding Priority Issuer Deed of Payments Charge during the period from and including the any Distribution Date immediately prior to each the relevant Monthly Payment Date Period to and excluding such the first day of the relevant Monthly Payment DatePeriod).
(c) as the Cash Manager considers appropriate. The Issuer Cash Manager shall notify the Mortgages Trustee, Funding Master Issuer and the Issuer Security Trustee on request of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding Master Issuer and the Issuer Security Trustee (as the case may be) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(hd) 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.
Appears in 1 contract
Sources: Issuer Cash Management Agreement (Granite Finance Trustees LTD)
Determination. (a) On or before each Distribution Current Issuer Note Determination Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the immediately preceding daya Payment Date, the Current Issuer Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(i) the amount of Principal Receipts and any Current Issuer Available Revenue Receipts received during to be applied on the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined following Payment Date in accordance with the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation PeriodCurrent Issuer Pre-Enforcement Revenue Priority of Payments set forth in paragraph 3 of this Schedule 2;
(ii) the amount of any Mortgages Trustee Current Issuer Available Revenue Principal Receipts received during to be applied on the immediately preceding Trust Calculation Periodfollowing Payment Date in accordance with the Current Issuer Pre-Enforcement Principal Priority of Payments set forth in paragraph 4 of this Schedule 2;
(iii) whether there will be an excess or a deficit of the amount Current Issuer Available Revenue Receipts to pay items (A) through (O) of the Current Issuer Pre-Enforcement Revenue Priority of Payments (after taking account of any net credit on the Non-Flexible Overpayments Sub LedgerShared Issuer Revenue Receipts available therefor) as set forth in paragraph 3 of this Schedule 2;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any the Current Issuer Basis Rate Swap and/or any and the Current Issuer Currency Rate SwapSwaps, and shall promptly notify the Current Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Current Issuer Basis Rate Swap Agreement and each Current Issuer Currency Swap Agreement) of such amounts, balances and rates; and
(v) the Principal Amount Outstanding of the Current Issuer Notes, the Pool Factor, and the Note Principal Payment of the Current Issuer Notes in accordance with the Conditions.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), If the Current Issuer Cash Manager shall determine each of the following:
determines (ias set forth in paragraph 1(a)(iii)) that there is a deficit (a "CURRENT ISSUER INCOME DEFICIT") in the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Funding Current Issuer Available Revenue Receipts to be applied on pay items (A) through (E), (G) and/or (I) of the relevant Payment Date in accordance with the Funding Current Issuer Pre-Enforcement Revenue Priority of Payments; and
(ii) , and the amount Current Issuer has provided for that deficit by the application of any Funding Available funds standing to the credit of the Current Issuer Principal Receipts to be applied on Ledger, if any, then the following Payment Date Current Issuer Cash Manager ▇▇▇▇l make a corresponding debit entry in accordance the Funding Pre-Enforcement relevant Current Issuer Principal Priority of Payments.
(d) No later than each Distribution Date immediately prior to each Payment DateDeficiency Sub Ledger, PROVIDED THAT the Current Issuer Cash Manager shall determine each of the following:
(i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared ensure that Current Issuer Principal Receipts are not used to be applied on the following Payment Date in accordance with the Funding Priority of Payments.
(e) The Cash Manager shall make all the determinations referred to in paragraphs 1(a) to (d) herein on the basis of the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance pay interest on any class of Current Issuer Notes if and to the extent that would result in a deficiency being recorded, or an existing deficiency being increased, on a Current Issuer Principal Deficiency Sub Ledger will not increase; and
(iii) such other assumptions (including without limitation as relating to the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments during the period from and including the Distribution Date immediately prior to each Payment Date to and excluding such Payment Date) as the Cash Manager considers appropriate. The Cash Manager shall notify the Mortgages Trustee, Funding and the Security Trustee on request of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding and the Security Trustee (as the case may be) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(h) 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.higher ranking
Appears in 1 contract
Sources: Issuer Cash Management Agreement (Granite Mortgages 03-2 PLC)
Determination. (a) On or before each Distribution Current Issuer Note Determination Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the immediately preceding daya Payment Date, the Current Issuer Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(i) the amount of Principal Receipts and any Current Issuer Available Revenue Receipts received during to be applied on the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined following Payment Date in accordance with the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation PeriodCurrent Issuer Pre-Enforcement Revenue Priority of Payments set forth in paragraph 3 of this Schedule 2;
(ii) the amount of any Mortgages Trustee Current Issuer Available Revenue Principal Receipts received during to be applied on the immediately preceding Trust Calculation Periodfollowing Payment Date in accordance with the Current Issuer Pre-Enforcement Principal Priority of Payments set forth in paragraph 4 of this Schedule 2;
(iii) whether there will be an excess or a deficit of the amount Current Issuer Available Revenue Receipts to pay items (A) through (O) of the Current Issuer Pre-Enforcement Revenue Priority of Payments (after taking account of any net credit on the Non-Flexible Overpayments Sub LedgerShared Issuer Revenue Receipts available therefor) as set forth in paragraph 3 of this Schedule 2;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any the Current Issuer Basis Rate Swap and/or any and the Current Issuer Currency Rate SwapSwaps, and shall promptly notify the Current Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Current Issuer Basis Rate Swap Agreement and each Current Issuer Currency Swap Agreement) of such amounts, balances and rates; and
(v) the Principal Amount Outstanding of the Current Issuer Notes, the Pool Factor, and the Note Principal Payment of the Current Issuer Notes in accordance with the Conditions.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), If the Current Issuer Cash Manager shall determine each of the following:
determines (ias set forth in paragraph 1(a)(iii)) that there is a deficit (a "CURRENT ISSUER INCOME DEFICIT") in the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Funding Current Issuer Available Revenue Receipts to be applied on pay items (A) through (E), (G) and/or (I) of the relevant Payment Date in accordance with the Funding Current Issuer Pre-Enforcement Revenue Priority of Payments; and
(ii) , and the amount Current Issuer has provided for that deficit by the application of any Funding Available funds standing to the credit of the Current Issuer Principal Receipts to be applied on Ledger, if any, then the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments.
(d) No later than each Distribution Date immediately prior to each Payment Date, the Current Issuer Cash Manager shall determine each make a corresponding debit entry in the relevant Current Issuer Principal Deficiency Sub Ledger, PROVIDED THAT the Current Issuer Cash Manager shall ensure that Current Issuer Principal Receipts are not used to pay interest on any class of Current Issuer Notes if and to the extent that would result in a deficiency being recorded, or an existing deficiency being increased, on a Current Issuer Principal Deficiency Sub Ledger relating to a higher ranking Class of Current Issuer Notes, and furthermore that Current Issuer Principal Receipts are not used to make up any deficit other than in respect of items (A) through (E), (G) and (I) of the following:
(i) the amount of any Current Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) . The Current Issuer Cash Manager shall thereafter record as a debit on the amount Current Issuer Revenue Ledger the application by the Current Issuer of any excess Current Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Available Revenue Receipts and Shared to extinguish any balance on a Current Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of PaymentsDeficiency Sub Ledger.
(ec) The Current Issuer Cash Manager shall may make all the determinations referred to in paragraphs paragraph 1(a) to (d) herein on the basis of any reasonable and proper assumptions as the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any Current Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions Cash Manager considers appropriate (including without limitation as to the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments under paragraph 3 below during the period from and including the Distribution Current Issuer Note Determination Date immediately prior to each preceding a Payment Date to and but excluding such Payment Date) as the Cash Manager considers appropriate). The Current Issuer Cash Manager shall notify the Mortgages Trustee, Funding Current Issuer and the Security Note Trustee on request of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding Current Issuer and the Security Note Trustee (as the case may be) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(hd) 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.
Appears in 1 contract
Sources: Issuer Cash Management Agreement (Granite Mortgages 02-2 PLC)
Determination. (a) On or before each Distribution Current Issuer Note Determination Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the immediately preceding daya Payment Date, the Current Issuer Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(i) the amount of Principal Receipts and any Current Issuer Available Revenue Receipts received during to be applied on the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined following Payment Date in accordance with the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation PeriodCurrent Issuer Pre-Enforcement Revenue Priority of Payments set forth in paragraph 3 of this Schedule 2;
(ii) the amount of any Mortgages Trustee Current Issuer Available Revenue Principal Receipts received during to be applied on the immediately preceding Trust Calculation Periodfollowing Payment Date in accordance with the Current Issuer Pre-Enforcement Principal Priority of Payments set forth in paragraph 4 of this Schedule 2;
(iii) whether there will be an excess or a deficit of the amount Current Issuer Available Revenue Receipts to pay items (A) through (O) of the Current Issuer Pre-Enforcement Revenue Priority of Payments (after taking account of any net credit on the Non-Flexible Overpayments Sub LedgerShared Issuer Revenue Receipts available therefor) as set forth in paragraph 3 of this Schedule 2;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any the Current Issuer Basis Rate Swap and/or any and the Current Issuer Currency Rate SwapSwaps, and shall promptly notify the Current Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Current Issuer Basis Rate Swap Agreement and each Current Issuer Currency Swap Agreement) of such amounts, balances and rates; and
(v) the Principal Amount Outstanding of the Current Issuer Notes, the Pool Factor, and the Note Principal Payment of the Current Issuer Notes in accordance with the Conditions.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), If the Current Issuer Cash Manager shall determine each of the following:
determines (ias set forth in paragraph 1(a)(iii)) that there is a deficit (a "Current Issuer Income Deficit") in the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Funding Current Issuer Available Revenue Receipts to be applied on pay items (A) through (E), (G) and/or (I) of the relevant Payment Date in accordance with the Funding Current Issuer Pre-Enforcement Revenue Priority of Payments; and
(ii) , and the amount Current Issuer has provided for that deficit by the application of any Funding Available Principal Receipts funds standing to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments.
(d) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each credit of the following:
(i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Current Issuer Principal Receipts to be applied on Ledger, if any, then the following Payment Date in accordance with the Funding Priority of Payments.
(e) The Current Issuer Cash Manager shall make all a corresponding debit entry in the determinations referred to in paragraphs 1(a) to (d) herein on the basis of the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any relevant Current Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions (including without limitation as to Sub Ledger, PROVIDED THAT the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments during the period from and including the Distribution Date immediately prior to each Payment Date to and excluding such Payment Date) as the Cash Manager considers appropriate. The Current Issuer Cash Manager shall notify the Mortgages Trustee, Funding ensure that Current Issuer Principal Receipts are not used to pay interest on any class of Current Issuer Notes if and the Security Trustee on request of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding and the Security Trustee (as the case may be) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shallextent that would result in a deficiency being recorded, if necessaryor an existing deficiency being increased, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred on a Current Issuer Principal Deficiency Sub Ledger relating to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(h) 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.higher ranking
Appears in 1 contract
Sources: Issuer Cash Management Agreement (Granite Mortgages 03-1 PLC)
Determination. (a) 1.1 On or before each Distribution Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the preceding dayPayment Calculation Date, the Issuer Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(i) the amount of Principal Receipts and Revenue Receipts received during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(iia) the amount of any Mortgages Trustee Issuer Available Revenue Receipts received during to be applied on the following Payment Date in accordance with the Issuer Pre-Acceleration Revenue Priority of Payments (and if, on such Payment Calculation Date, a Currency Swap Agreement is not in force in relation to the US$ Notes, the Issuer Cash Manager will make, or, as applicable, procure the making of such determination with respect to such US$ Notes by reference to the Spot Rate (as if booked on that Payment Calculation Date for conversion for value on the immediately preceding Trust Calculation Periodsucceeding Payment Date));
(iiib) the amount of any net credit on the Non-Flexible Overpayments Sub Ledger;
(iv) the amount of Mortgages Trustee Issuer Available Revenue Receipts and Principal Receipts to be distributed to Funding applied on the following Payment Date in accordance with the Issuer Pre-Acceleration Principal Priority of Payments (and if, on such Payment Calculation Date, a Currency Swap Agreement is not in force in relation to the Seller US$ Notes, the Issuer Cash Manager will make, or, as applicable, procure the making of such determination with respect to such US$ Notes by reference to the Spot Rate (as if booked on such Distribution that Payment Calculation Date for conversion for value on the immediately succeeding Payment Date));
(c) whether there will be a Revenue Shortfall or an excess of the Issuer Available Revenue Receipts to pay items (i) to (vii) and item (ix) of the Issuer Pre- Acceleration Revenue Priority of Payments;
(d) having regard to expected Issuer Available Revenue Receipts for the next succeeding Interest Period, whether there is likely to be a Revenue Shortfall for the next succeeding Interest Period to pay or provide for items (i) to (vii) and item (ix) of the Issuer Pre-Acceleration Revenue Priority of Payments on the immediately following Payment Date;
(ve) whether each of the Issuer Arrears Test, the Issuer Liquidity Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; andRequired Amount;
(vif) the various amounts, balances and rates to be calculated in accordance with any each Basis Rate Swap and/or any and Currency Rate Swap, Swap and shall promptly notify the Issuer, Issuer and the First Issuer Cash Manager, the Note Trustee and each applicable Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Swap) under each Basis Rate Swap Agreement) or, as applicable, Currency Swap of such amounts, balances and rates.;
(bg) On or before each Distribution Date (andthe Principal Amount Outstanding of the Notes, the Sterling Equivalent Principal Amount Outstanding of the US$ Notes and the Pool Factor in accordance with Condition 5(D), and the GBP Equivalent of amounts due and payable in respect of Clause 1(b)(ii) below, on each Assignment Date), the Cash Manager shall determine each of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Funding Available Revenue Receipts to be applied on the relevant Payment Date Notes in accordance with the Funding Pre-Enforcement Revenue Priority of Payments; and
(ii) the amount of any Funding Available Principal Receipts to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments.
(d) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority applicable Priorities of Payments;
(iih) the amount of any Issuer Allocable Principal Receipts for each Issuer principal and interest to be applied paid on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied Notes on the following Payment Date in accordance with the Funding relevant Issuer Pre-Acceleration Priority of Payments.
(e) The Cash Manager shall make all the determinations referred to in paragraphs 1(a) to (d) herein on the basis of the following assumptions:;
(i) that the amount of any Losses will not increaseNet Monthly Issuer Amount;
(iij) that any debit balance on any Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions (including without limitation as to the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments during the period from and including the Distribution Date immediately prior to each Payment Date to and excluding such Payment Date) as the Cash Manager considers appropriate. The Cash Manager shall notify the Mortgages Trustee, Funding and the Security Trustee on request of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding and the Security Trustee (as the case may be) in relation thereto.
(f) The Cash Manager shall:
Current Balance of: (i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages TrusteePerforming Fixed Rate Mortgage Loans;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(h) 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.
Appears in 1 contract
Sources: Issuer Cash Management Agreement
Determination. (a) 1.1 On or before each Distribution Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the preceding dayCalculation Date, the Cash Manager shall determine each of the followingfollowing by reference to the information provided by the Servicer with respect to the Mortgage Portfolio and with respect to the following Interest Payment Date and the related Collection Period, as applicable:
(i) the amount of Principal Receipts and Revenue Receipts received during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) the amount of any Mortgages Trustee Available Revenue Receipts received during the immediately preceding Trust Calculation Period;
(iii) the amount of any net credit on the Non-Flexible Overpayments Sub Ledger;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate Swap and/or any Currency Rate Swap, and shall promptly notify the Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Swap Agreement) of such amounts, balances and rates.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), the Cash Manager shall determine each of the following:
(iA) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation PeriodLoans;
(iiB) any Mortgage Loans which have Capitalised Arrears;
(C) the Funding Share, General Reserve Fund Required Amount;
(D) the Seller Share, the Funding Share Percentage and the Seller Share Percentage Principal Amount Outstanding of each class of Notes in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust DeedConditions;
(iiiE) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; andGeneral Reserve Ledger Residual Amounts;
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(iF) the amount of any Funding Revenue Shortfall;
(G) the amount of any Further Class A Shortfall;
(H) prior to the service of an Enforcement Notice, the amount to be applied as Available Revenue Receipts to be applied on the relevant following Interest Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments; and
(ii) the amount of any Funding Available Principal Receipts to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments.
(d) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(iiI) prior to the service of an Enforcement Notice, the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied as Available Principal Receipts on the following Interest Payment Date in accordance with the Funding Pre-Enforcement Principal Priority of Payments;
(J) whether the immediately following Interest Payment Date is the Final Maturity Date;
(K) if there are sufficient Available Principal Receipts available to redeem the Notes in full on the immediately following Interest Payment Date;
(L) after the service of an Enforcement Notice, the amount of the Post-Enforcement Amounts, if so instructed by the Trustee;
(M) the Pool Factor in respect of each class of Notes;
(N) the amount of the Class X Note to be repaid and the Class X Payment;
(O) whether the Available Commitment of the Servicer Advance Facility Provider under the Servicer Advance Facility is reasonably likely on the following Interest Payment Date (taking into account any expected repayment of the Servicer Advance Facility on such Interest Payment Date) to be less than the expected Servicer Advance Drawdown Amount calculated in respect of the related Interest Period; and
(iiiP) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts other amounts not referred to above which are required to be applied on determined by the following Payment Date Issuer or the Cash Manager in accordance with the Funding Priority of PaymentsConditions and the Transaction Documents.
1.2 If a Determination Period arises, the Cash Manager shall (ei) calculate the Interest Determination Ratio, the Calculated Revenue Receipts and the Calculated Principal Receipts in respect of such Determination Period on the Calculation Date prior to the following Interest Payment Date and (ii) upon receipt by the Cash Manager of the Servicer Report Information in respect of such Determination Period, reconcile the calculations to the actual Collections set out in the Servicer Report Information by allocating the Reconciliation Amounts, in each case in accordance with Schedule 5 (Determinations and Reconciliation) of this Agreement.
1.3 The Cash Manager shall shall:
(A) make all the determinations referred to in paragraphs 1(a) to (d) herein Paragraphs 1.1 and 1.2 on the basis of any reasonable and proper assumptions which the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions (including Cash Manager considers to be appropriate, including, without limitation limitation, as to the amount of any payments or provisions to be made in accordance with the applicable Funding Priority Priorities of Payments during the period from and including the Distribution Date immediately prior to each Payment Date to and excluding such Payment DatePayments; and
(B) as the Cash Manager considers appropriate. The Cash Manager shall on request, notify the Mortgages Trustee, Funding and Issuer or the Security Trustee on request in writing of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding and Issuer or the Security Trustee (as the case may be) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) 1.4 The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (which the Cash Manager is able to obtain for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(h) 1.5 Each determination made in accordance with this paragraph Paragraph 1 of Schedule 2 shall (in the absence of bad faithfraud, wilful default, gross negligence and or manifest error) be final and binding on all persons.
Appears in 1 contract
Sources: Cash Management Agreement
Determination. (a) On or before each Issuer Note Distribution Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the immediately preceding daya Payment Date, the Issuer Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(i) the amount of Principal Receipts and any Issuer Available Revenue Receipts received during to be applied on the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined following Payment Date in accordance with the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation PeriodIssuer 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 Mortgages Trustee Issuer Available Revenue Principal Receipts received during to be applied on the immediately preceding Trust Calculation Periodfollowing 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 amount Issuer Available Revenue Receipts to pay items (A) through (L) of any net credit on the NonIssuer Pre-Flexible Overpayments Sub LedgerEnforcement Revenue Priority of Payments as set forth in paragraph 1 of Schedule 2 of the Issuer Deed of Charge;
(iv) the amount whether there will be an excess or deficit of Mortgages Trustee Issuer Available Revenue Receipts and Principal Receipts to be distributed to Funding and 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 Seller on such Distribution DateIssuer Deed of Charge;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate the Issuer Swap and/or any Currency Rate SwapAgreements, and shall promptly notify the Master Issuer, the First Issuer Cash Manager, the Note Security Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency 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.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), the The Issuer Cash Manager shall determine each of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Funding Available Revenue Receipts to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments; and
(ii) the amount of any Funding Available Principal Receipts to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments.
(d) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of Payments.
(e) The Cash Manager shall may make all the determinations referred to in paragraphs paragraph 1(a) to (d) herein on the basis of any reasonable and proper assumptions as the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions Cash Manager considers appropriate (including without limitation as to the amount of any payments or provisions to be made in accordance with under paragraph 1 of Schedule 2 of the applicable Funding Priority Issuer Deed of Payments Charge during the period from and including the any Distribution Date immediately prior to each preceding a Payment Date to and but excluding such Payment Date).
(c) as the Cash Manager considers appropriate. The Issuer Cash Manager shall notify the Mortgages Trustee, Funding Master Issuer and the Issuer Security Trustee on request of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding Master Issuer and the Issuer Security Trustee (as the case may be) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(hd) 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.
Appears in 1 contract
Sources: Issuer Cash Management Agreement (Granite Finance Trustees LTD)
Determination. (a) On or before each Distribution Date based on the aggregate amount of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the immediately preceding daya Monthly Payment Date, the Issuer Cash Manager shall determine each of the followingfollowing in accordance with this paragraph 1:
(i) the amount of Principal Receipts and any Issuer Available Revenue Receipts received during to be applied on the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined following Monthly Payment Date in accordance with the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation PeriodIssuer 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 Mortgages Trustee Issuer Available Revenue Principal Receipts received during to be applied on the immediately preceding Trust Calculation Periodfollowing 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 amount Issuer Available Revenue Receipts to pay items (A) through (M) of any net credit on the NonIssuer Pre-Flexible Overpayments Sub LedgerEnforcement Revenue Priority of Payments as set forth in paragraph 1 of Schedule 2 of the Issuer Deed of Charge;
(iv) the amount whether there will be an excess or deficit of Mortgages Trustee Issuer Available Revenue Receipts and Principal Receipts to be distributed to Funding and 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 Seller on such Distribution DateIssuer Deed of Charge;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate the Issuer Swap and/or any Currency Rate SwapAgreements, and shall promptly notify the Master Issuer, the First Issuer Cash Manager, the Note Security Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency 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) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), the The Issuer Cash Manager shall determine each of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Funding Available Revenue Receipts to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments; and
(ii) the amount of any Funding Available Principal Receipts to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments.
(d) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the following:
(i) the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of Payments.
(e) The Cash Manager shall may make all the determinations referred to in paragraphs paragraph 1(a) to (d) herein on the basis of any reasonable and proper assumptions as the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any Issuer Principal Deficiency Ledger will not increase; and
(iii) such other assumptions Cash Manager considers appropriate (including without limitation as to the amount of any payments or provisions to be made in accordance with under paragraph 1 of Schedule 2 of the applicable Funding Priority Issuer Deed of Payments Charge during the period from and including the any Distribution Date immediately prior to each preceding a Monthly Payment Date to and but excluding such Monthly Payment Date).
(c) as the Cash Manager considers appropriate. The Issuer Cash Manager shall notify the Mortgages Trustee, Funding Master Issuer and the Issuer Security Trustee on request of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding Master Issuer and the Issuer Security Trustee (as the case may be) in relation thereto.
(f) The Cash Manager shall:
(i) make or procure to be made all returns and filings required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange Limited.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(hd) 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.
Appears in 1 contract
Sources: Issuer Cash Management Agreement (Granite Finance Funding 2 LTD)
Determination. (a) On or before each Distribution Date based on the aggregate amount 1.1 As of monies standing to the credit of the Mortgages Trustee Transaction Account and the Mortgages Trustee GIC Account as at close of business on the preceding day, the Cash Manager shall determine each of the following:
(i) the amount of Principal Receipts and Revenue Receipts received during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) the amount of any Mortgages Trustee Available Revenue Receipts received during the immediately preceding Trust Calculation Period;
(iii) the amount of any net credit on the Non-Flexible Overpayments Sub Ledger;
(iv) the amount of Mortgages Trustee Available Revenue Receipts and Principal Receipts to be distributed to Funding and to the Seller on such Distribution Date;
(v) whether each of the Issuer Arrears Test, the Issuer Reserve Requirement and the Subordinated Principal Test is satisfied on such date and shall promptly notify the Issuer Cash Manager of such determinations; and
(vi) the various amounts, balances and rates to be calculated in accordance with any Basis Rate Swap and/or any Currency Rate Swap, and shall promptly notify the Issuer, the First Issuer Cash Manager, the Note Trustee and each Calculation Agent (as defined in each Basis Rate Swap Agreement and Currency Swap Agreement) of such amounts, balances and rates.
(b) On or before each Distribution Date (and, in respect of Clause 1(b)(ii) below, on each Assignment Date), the Cash Manager shall determine each of the following:
(i) the amount of any Losses incurred on the Mortgage Loans during the immediately preceding Trust Calculation Period and during each Interim Calculation Period (as defined in the Mortgages Trust Deed), if any, during such immediately preceding Trust Calculation Period;
(ii) (the Funding Share, the Seller Share, the Funding Share Percentage and the Seller Share Percentage in accordance with Clause 8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust Deed;
(iii) to the extent the Seller has assigned New Mortgage Loans to the Mortgages Trustee during the immediately preceding Trust Calculation Period, the Weighted Average Funding Share Percentage and the Weighted Average Seller Share Percentage (in respect of Revenue Receipts, Principal Receipts and Losses) in accordance with Clause 8.3 (Weighted Average Funding Share Percentage) and Clause 8.7 (Weighted Average Seller Share Percentage), respectively, of the Mortgages Trust Deed; and
(iv) the Minimum Seller Share in accordance with Clause 9.2 (Fluctuation of Minimum Seller Share on each Distribution Date) of the Mortgages Trust Deed.
(c) No later than each Distribution Date immediately prior to each Payment Date, the Cash Manager shall determine each of the followingfollowing in accordanc e with this paragraph 1:
(ia) the amount of any Funding Available Principal Receipts, Available Revenue Receipts to be applied on Receipts, Revenue Deficiency, Class A1 Target Amortisation Amount Shortfall, Class A Target Amortisation Amount Shortfall, Class A2 Target Amortisation Amount Shortfall, COVID-19 Payment Holiday Amount, Initial Revenue Shortfall and any COVID-19 Revenue Shortfall Amount for the relevant Interest Payment Date Date;
(b) the Maximum Class Z VFN Amount;
(c) the Principal Amount Outstanding of the Notes in accordance with the Funding Pre-Enforcement Revenue Priority of PaymentsConditions;
(d) the General Reserve Required Amount, and, if the Liquidity Reserve Fund has been established, the Liquidity Reserve Fund Required Amount;
(e) such other amounts as are required to be determined by the Issuer or Cash Manager in accordance with the Conditions;
(f) certain amounts in relation to the Interest Rate Swap Transaction including, but not limited to, the Fixed Rate Notional Amount; and
(iig) certain amounts in relation to the amount of any Funding Available Principal Receipts to be applied on Interest Rate Cap Transaction including, but not limited, the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of PaymentsCap Notional Amount.
(da) No later than each Distribution Date immediately On or prior to each Payment Datethe Monthly Test Date following the Monthly Period in which an Advance Date occurred, the Cash Manager shall determine each of whether the following:
(i) Issuer has sufficient funds to pay in full the relevant Further Advance Purchase Price and in the event that the Cash Manager determines that the Issuer has insufficient funds, the Cash Manager will record the amount of any Issuer Allocable Revenue Receipts for each Issuer to be applied on the relevant Payment Date in accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
(ii) the amount of any Issuer Allocable Principal Receipts for each Issuer to be applied on the following Payment Date in accordance the Funding Pre-Enforcement Principal Priority of Payments; and
(iii) the amount of any Shared Issuer Revenue Receipts and Shared Issuer Principal Receipts to be applied on the following Payment Date in accordance with the Funding Priority of Paymentssuch shortfall.
(eb) The Cash Manager shall will notify the Issuer and the Servicer on the date falling three (3) Business Days prior to each Interest Payment Date, of the results of any determination made under paragraph 1.2(a) above.
(a) The Cash Manager may make all the determinations referred to in paragraphs 1(a) to (d) herein 1.1 and 1.2 on the basis of the following assumptions:
(i) that the amount of any Losses will not increase;
(ii) that any debit balance on any Issuer Principal Deficiency Ledger will not increase; and
(iii) such other reasonable and proper assumptions (including without limitation as to the amount of any payments or provisions to be made in accordance with the applicable Funding Priority of Payments during the period from and including the Distribution Date immediately prior to each Payment Date to and excluding such Payment Date) as the Cash Manager considers appropriate. .
(b) The Cash Manager shall on request notify the Mortgages Trustee, Funding Issuer and the Security Trustee on request in w riting of any such other assumptions and shall take account of any representations made by the Mortgages Trustee, Funding and the Security Trustee (as the case may be) Issuer in relation thereto.
(fc) The Cash Manager shall:shall notify the Interest Rate Hedge Provider of the Pool Fac tor ( w hic h shall be determined under paragraph 1.1(e) above) at the same time as it notifies the Issuer of the same in accordance with the Conditions.
(i) 1.4 The Cash Manager will make or procure to be made all returns any other determinations and filings calculations required to be made by Funding and the Mortgages Trustee;
(ii) itself on behalf of Funding and Issuer under the Mortgages Trustee, provided that such moneys are at the relevant time available to Funding and the Mortgages Trustee, pay all out-of-pocket expenses of Funding and the Mortgages Trustee incurred in the performance of the Cash Manager's duties hereunder including, without limitation, all fees payable to the London Stock Exchange LimitedInterest Rate Swap Transaction.
(g) The Cash Manager shall, if necessary, perform all currency conversions free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations will be rounded in accordance with the relevant market practice).
(h) 1.5 Each determination made in accordance with this paragraph 1 shall (in the absence of bad faithfraud, wilful w ilful default, negligence and and/or manifest error) be final and binding on all persons.
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Sources: Cash Management Agreement