Exhibit 4.9
Dated [o] January 2005
NORTHERN ROCK PLC
as Issuer Cash Manager
GRANITE MASTER ISSUER PLC
- and -
THE BANK OF NEW YORK
as Issuer Security Trustee
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ISSUER CASH MANAGEMENT AGREEMENT
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SIDLEY XXXXXX XXXXX & XXXX
WOOLGATE EXCHANGE
00 XXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
Table of Contents
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Page
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1. Definitions and Interpretation........................................1
2. Appointment of Issuer Cash Manager....................................2
3. The Issuer Cash Management Services...................................2
4. Payments, Accounts, Ledgers...........................................3
5. No Liability..........................................................8
6. Costs and Expenses....................................................8
7. Information...........................................................8
8. Remuneration........................................................10
9. Covenants, Representations and Warranties of Issuer Cash Manager.....11
10. Issuer Cash Management Services Non-Exclusive........................12
11. Termination..........................................................12
12. Further Assurances...................................................15
13. Miscellaneous........................................................15
14. Confidentiality......................................................16
15. No Partnership.......................................................17
16. Assignment...........................................................17
17. The Issuer Security Trustee..........................................17
18. New Notes............................................................17
19. Non Petition Covenant; Limited Recourse..............................18
20. Amendments and Waiver................................................19
21. Notices..............................................................19
22. Third Party Rights...................................................20
23. Execution in Counterparts; Severability..............................20
24. Governing Law and Jurisdiction; Appropriate Forum....................20
SCHEDULE 1 The Issuer Cash Management Services............................22
SCHEDULE 2 Cash Management and Maintenance of Ledgers.....................25
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Table of Contents
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(continued)
Page
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SCHEDULE 3 Form of Issuer Quarterly Report................................30
SCHEDULE 4 Issuer Cash Manager Representations and Warranties.............36
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THIS ISSUER CASH MANAGEMENT AGREEMENT is made on [o] January 2005
BETWEEN:
(1) NORTHERN ROCK PLC (registered number 3273685), a public limited
company incorporated under the laws of England and Wales whose
registered office is at Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx
Xxxx XX0 0XX in its capacity as the Issuer Cash Manager;
(2) GRANITE MASTER ISSUER PLC (registered number 5250668), a public
limited company incorporated under the laws of England and Wales whose
registered office is at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
as the Master Issuer; and
(3) THE BANK OF NEW YORK, whose principal office is at 00xx Xxxxx, Xxx
Xxxxxx Xxxxxx, Xxxxxx X00 0XX, in its capacity as Issuer Security
Trustee.
WHEREAS:
(A) On the first Closing Date following the Funding 2 Program Date, and on
subsequent Closing Dates, the Master Issuer may issue Issuer Notes
constituted by the Issuer Trust Deed. From the proceeds of the issue
of such Issuer Notes, the Master Issuer shall make advances of funds
to Granite Finance Funding 2 Limited, pursuant to the terms of the
Global Intercompany Loan Agreement.
(B) The Issuer Cash Manager is willing to provide cash management services
to the Master Issuer on the terms and subject to the conditions
contained in this Agreement.
IT IS HEREBY AGREED as follows:
1. Definitions and Interpretation
1.1 The provisions of:
(a) the Programme Master Definitions Schedule signed for the purposes
of identification by Sidley Xxxxxx Xxxxx & Xxxx and Xxxxx & Xxxxx
LLP on [o] January 2005, and
(b) the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Xxxxxx Xxxxx & Xxxx and Xxxxx & Xxxxx
LLP on [o] January 2005,
(as the same have been and may be amended, varied or supplemented from
time to time with the consent of the parties hereto) are expressly and
specifically incorporated into and shall apply to this Agreement. The
Issuer Master Definitions Schedule specified above shall prevail to
the extent that it conflicts with the Programme Master Definitions
Schedule.
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2. Appointment of Issuer Cash Manager
2.1 Appointment: Until termination pursuant to Clause 12 (Termination),
the Master Issuer hereby appoints the Issuer Cash Manager as its
lawful agent on its behalf to provide the Issuer Cash Management
Services set out in this Agreement, including in relation to the
Issuer Notes to be issued by the Master Issuer. The Issuer Cash
Manager hereby accepts such appointment on the terms and subject to
the conditions of this Agreement. The Issuer Security Trustee consents
to the appointment of the Issuer Cash Manager on the terms of and
subject to the conditions of this Agreement.
2.2 Duties prescribed by Transaction Documents: For the avoidance of doubt
and in connection with the powers conferred under Clause 2.1
(Appointment), save as expressly provided elsewhere in this Agreement,
nothing herein shall be construed so as to give the Issuer Cash
Manager any powers, rights, authorities, directions or obligations
other than as specified in this Agreement or any of the other
Transaction Documents.
2.3 Appointment conditional upon issuance of Issuer Notes: The appointment
pursuant to Clause 2.1 (Appointment) is conditional upon the issue of
a Series of Issuer Notes having taken place and shall take effect upon
and from the Closing Date in respect of such Series of Notes
automatically without any further action on the part of any person,
PROVIDED THAT if the issue of a Series of Issuer Notes has not
occurred by [o] January 2005, or such later date as the Master Issuer
and the Lead Managers may agree, this Agreement shall cease to be of
further effect.
3. The Issuer Cash Management Services
3.1 General: The Issuer Cash Manager shall provide the services set out in
this Agreement (including, without limitation, Schedules 1 and 2
attached hereto) (the "Issuer Cash Management Services").
3.2 Approvals and authorisations: The Issuer Cash Manager shall maintain,
or use reasonable endeavours to procure the maintenance of, the
approvals, authorisations, consents and licences required in
connection with the business of the Master Issuer and shall prepare
and submit, or procure the preparation and submission of, on behalf of
the Master Issuer, all necessary applications and requests for any
further approvals, authorisations, consents or licences which may be
required in connection with the business of the Master Issuer and
shall, so far as it reasonably can do so, perform the Issuer Cash
Management Services in such a way as not to prejudice the continuation
of any such approvals, authorisations, consents or licences.
3.3 Compliance with Transaction Documents, etc.: The Issuer Cash
Management Services shall include procuring (so far as the Issuer Cash
Manager, using its reasonable endeavours, is able so to do) compliance
by the Master Issuer with all applicable legal requirements and with
the terms of the Issuer Transaction Documents, PROVIDED THAT the
Issuer Cash Manager shall not lend or provide any sum to the Master
Issuer and the Issuer Cash Manager shall have no liability whatsoever
to the Master Issuer, the Issuer Security Trustee or any other person
for any failure by the Master Issuer to make any payment due by any of
them under any of the Issuer Transaction Documents (other than to the
extent arising from the Issuer Cash Manager failing to perform any of
its obligations under any of the Transaction
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Documents).
3.4 Liability of Issuer Cash Manager:
(a) The Issuer Cash Manager shall indemnify each of the Master Issuer
and the Issuer Security Trustee on demand for any loss,
liability, claim, expense or damage suffered or incurred by it in
respect of the negligence, bad faith or wilful default of the
Issuer Cash Manager in carrying out its functions as Issuer Cash
Manager under, or as a result of a breach by the Issuer Cash
Manager of, the terms and provisions of this Agreement or such
other Transaction Documents to which the Issuer Cash Manager is a
party (in its capacity as such) in relation to such functions.
(b) For the avoidance of doubt, the Issuer Cash Manager shall not be
liable in respect of any loss, liability, claim, expense or
damage suffered or incurred by the Master Issuer or the Issuer
Security Trustee and/or any other person as a result of the
proper performance of the Issuer Cash Management Services (as
defined in Clause 3.1 (General)) by the Issuer Cash Manager save
to the extent that such loss, liability, claim, expense or damage
is suffered or incurred as a result of any negligence, bad faith
or wilful default of the Issuer Cash Manager under, or as a
result of a breach by the Issuer Cash Manager of, the terms and
provisions of this Agreement or any of the other Transaction
Documents to which the Issuer Cash Manager is a party (in its
capacity as such) in relation to such functions.
4. Payments, Accounts, Ledgers
4.1 Issuer Bank Accounts: The Issuer Cash Manager hereby confirms that the
Issuer Bank Accounts have been established on or before the date
hereof and that the mandates in the agreed form will apply thereto at
the Funding 2 Program Date. The Issuer Cash Manager undertakes (to the
extent to which the same is within its control in its capacity as
Issuer Cash Manager) that at the Funding 2 Program Date the Issuer
Bank Accounts will be operative and that the Issuer Cash Manager will
not knowingly create or permit to subsist any Security Interest in
relation to the Issuer Bank Accounts other than as created under or
permitted pursuant to the Issuer Deed of Charge.
4.2 Issuer Ledgers:
(a) The Issuer Cash Manager shall open and maintain in the books of
the Master Issuer the following ledgers:
(i) the Issuer Revenue Ledger, which shall record all Issuer
Revenue Receipts standing to the credit of the Issuer
Transaction Account from time to time and a sub-ledger in
respect of each Class of Issuer Notes which shall record
interest received in respect of the related Tier of Loan
Tranches;
(ii) the Issuer Principal Ledger, which shall record all Issuer
Principal Receipts standing to the credit of the Issuer
Transaction Account from time to time and a sub-ledger in
respect of each Series and Class of
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Issuer Notes which shall record principal repayments in
respect of the related Loan Tranche; and
(iii) the Issuer Reserve Ledger, which shall record the amount
credited to the Issuer Reserve Fund from time to time and
subsequent withdrawals and deposits in respect of the
Issuer Reserve Fund; and
(iv) the Issuer Swap Collateral Ledger, (which shall comprise
of such sub-ledgers as the Issuer Cash Manager considers
appropriate) to record all payments, transfers and
receipts in connection with Swap Collateral, including,
without limitation:
(A) the receipt of any Swap Collateral by the Master
Issuer from the Issuer Swap Providers;
(B) the receipt of any income or distributions in respect
of such Swap Collateral;
(C) the payment or transfer of all, or any part of, such
Swap Collateral to the relevant Issuer Swap Provider;
and
(D) the payment or transfer of all, or any part of, such
Swap Collateral to the Issuer Transaction Account,
provided that the Issuer Swap Collateral Ledger (and
sub-ledgers) shall only be established in the event that
any Issuer Swap Provider pays or transfers Swap
Collateral to the Master Issuer in accordance with the
relevant Issuer Swap Agreement; and
(v) the Issuer Note Ledger, which shall be divided into
segregated sub-ledgers each of which shall record payments
made under each Series and Class of Issuer Notes (each of
which shall be further divided into sub-ledgers to record
payments of interest and fees and repayments of principal
made under the applicable Series and Class of Issuer
Notes).
(b) The Issuer Cash Manager shall make credits and debits to the
Issuer Ledgers in accordance with the provisions of paragraphs 5,
6, 7, 8, 10 and 11 of Schedule 2 hereto.
4.3 Payments:
(a) The Issuer Cash Manager shall procure that the following amounts
payable to the Master Issuer are paid into the Issuer Transaction
Account:
(i) all Issuer Revenue Receipts;
(ii) all Issuer Principal Receipts;
(iii) all amounts (excluding Swap Collateral that is to be
credited to the Issuer Swap Collateral Accounts in
accordance with Clause 4.7) received by the Master Issuer
pursuant to the Issuer Swap Agreements; and
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(iv) any other amounts whatsoever received by or on behalf of
the Master Issuer on or after the Funding 2 Program Date,
and the Issuer Cash Manager shall procure that all investment
proceeds from Authorised Investments purchased from amounts
standing to the credit of the Issuer Transaction Account or the
Issuer GIC Account are credited to each such account.
(b) The Issuer Cash Manager shall procure that all transfers and
withdrawals of amounts standing to the credit of the Issuer Bank
Accounts and the Issuer Swap Collateral Accounts shall be made in
accordance with the provisions of the Issuer Bank Account
Agreement, the Issuer Trust Deed, the Issuer Swap Agreements (in
the case of transfers and withdrawals from the Issuer Swap
Collateral Accounts) and the Issuer Deed of Charge.
(c) Each of the payments into the Issuer Transaction Account referred
to in Clause 4.3(a) shall be made forthwith upon receipt by the
Master Issuer or the Issuer Cash Manager of the amount in
question.
(d) For the avoidance of doubt, as soon as reasonably practicable
after becoming aware of the same, the Issuer Cash Manager may,
and shall, withdraw Cash from the Issuer Bank Accounts and Issuer
Swap Collateral Cash Accounts, if, and to the extent that, such
Cash was credited thereto in error and shall use its reasonable
endeavours to ensure that such Cash is applied correctly
thereafter.
(e) The Issuer Cash Manager shall promptly notify each of the Master
Issuer and the Issuer Security Trustee of any additional account
or sub-account which supplements or replaces any account or
sub-account specifically referred to in the definition of the
"Issuer Bank Account" in the Issuer Master Definitions Schedule.
(f) Each of the Issuer Cash Manager and the Master Issuer undertakes
that, so far as it is able to procure the same, the Issuer Bank
Accounts and all instructions and the mandates in relation
thereto will continue to be operative and will not, save as
permitted pursuant to the Issuer Bank Account Agreement, be
changed without the prior written consent of the Issuer Security
Trustee (such consent not to be unreasonably withheld or
delayed). For the avoidance of doubt, the Issuer Cash Manager may
change the authorised signatories in respect of any instructions
or mandates relating to the Master Issuer, without the prior
written consent of the Issuer Security Trustee, in accordance
with the terms of the Issuer Bank Account Agreement.
4.4 Withdrawals:
(a) The Issuer Cash Manager may make withdrawals on behalf of the
Master Issuer from the Issuer Bank Accounts (but only until
receipt of a copy of an Issuer Enforcement Notice served by the
Note Trustee on the Master Issuer) and the Issuer Swap Collateral
Accounts as permitted by this Agreement, the Issuer Trust Deed,
the Issuer Bank Account Agreement, the Issuer Swap Agreements (in
the case of withdrawals from the Issuer Swap Collateral Accounts)
and the Issuer Deed of Charge, but shall not in carrying out its
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functions as Issuer Cash Manager under this Agreement otherwise
make withdrawals from the Issuer Bank Accounts and the Issuer
Swap Collateral Accounts.
(b) Upon receipt of such an Issuer Enforcement Notice, no amount
shall be withdrawn from any Issuer Transaction Account by the
Issuer Cash Manager without the prior written consent of the
Issuer Security Trustee.
4.5 Cash Management: In administering the Issuer Bank Accounts on behalf
of the Master Issuer and the Issuer Security Trustee, the Issuer Cash
Manager shall comply with the provisions of Schedule 2 prior to
receipt by the Issuer Cash Manager of a copy of any Issuer Enforcement
Notice served on the Master Issuer. Following service of an Issuer
Enforcement Notice, the Issuer Security Trustee or any Receiver
appointed by the Issuer Security Trustee will administer the Issuer
Bank Accounts in accordance with the terms of the Issuer Deed of
Charge and in the case of amounts standing to the credit of the Issuer
Swap Collateral Accounts, in accordance with the Issuer Swap
Agreement.
4.6 Termination: If on or prior to the date of the earlier of (i)
repayment in full of a Series and Class of Issuer Notes or (ii) the
service of an Issuer Enforcement Notice, any of the Issuer Swap
Agreements related to such Series and Class of Issuer Notes are
terminated, the Issuer Cash Manager (on behalf of the Master Issuer
and the Issuer Security Trustee) shall purchase a replacement hedge,
as applicable, in respect of the relevant Series of Issuer Notes in
each case on terms acceptable to the Rating Agencies, the Master
Issuer and the Issuer Security Trustee and with a Swap provider that
the Rating Agencies have previously confirmed in writing to the Master
Issuer and the Issuer Security Trustee will not cause the then-current
ratings of the Issuer Notes to be downgraded, withdrawn or qualified.
The Master Issuer may apply any early termination payment received
from, as appropriate, the relevant Issuer Swap Provider for such
purpose.
4.7 Swap Collateral:
(a) In the event that pursuant to the terms of an Issuer Swap
Agreement an Issuer Swap Provider pays or transfers Swap
Collateral to the Master Issuer, the Issuer Cash Manager shall:
(i) if not already created, create the Issuer Swap Collateral
Ledger in the books of the Master Issuer so as to record
the amount and type of such Swap Collateral and identify
the relevant Issuer Swap Agreement in respect of which it
has been posted;
(ii) upon receipt of such Swap Collateral, credit it to and
record the relevant details in the Swap Collateral Ledger;
(iii) to the extent that such Swap Collateral is in the form of
Cash, pay it into the relevant Issuer Swap Collateral Cash
Account; and
(iv) to the extent that such Swap Collateral is in the form of
securities, arrange for it to be credited to the relevant
Issuer Swap Collateral Securities Account.
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(b) Any such Swap Collateral shall not form part of the Issuer
Available Revenue Receipts and the Issuer Available Principal
Receipts provided that if the terms of the relevant Issuer Swap
Agreement permit such Swap Collateral to be applied in or towards
satisfaction of the relevant Issuer Swap Provider's obligations
under the relevant Issuer Swap Agreement, and in the event that
such Swap Collateral is to be so applied, the Issuer Cash Manager
shall:
(i) where the relevant Swap Collateral is in the form of Cash,
transfer the relevant amount of Cash from the relevant
Issuer Swap Collateral Cash Account to the relevant Issuer
Transaction Account; and/or
(ii) where the relevant Swap Collateral is in the form of
securities, realise the Swap Collateral and pay the amount
of the net proceeds into the Issuer Transaction Account,
and, in each case, make the appropriate debits and credits to
the Issuer Swap Collateral Ledger. Swap Collateral will form
part of the Issuer Available Revenue Receipts on its transfer
or payment into the Issuer Transaction Account in accordance
with this Clause 4.8(b).
(c) To the extent that pursuant to the terms of the relevant Issuer
Swap Agreement Swap Collateral is to be transferred or paid to
the relevant Issuer Swap Provider, the Issuer Cash Manager shall:
(i) where the relevant Swap Collateral is in the form of Cash,
pay the relevant amount of Cash out of the relevant Swap
Collateral Cash Account to the Issuer Swap Provider;
and/or
(ii) where the relevant Swap Collateral is in the form of
securities, transfer and deliver the Swap Collateral to
the Issuer Swap Provider,
and, in each case, debit the Issuer Swap Collateral Ledger as
appropriate.
(d) The terms of this Clause 4.8 shall prevail if and to the extent
that they are inconsistent with the other paragraphs of this
Clause 4.
4.8 [Spot Rate Conversions: In the event that any payment is to be made
from the Issuer Available Revenue Receipts or the Issuer Available
Principal Receipts by the Master Issuer under the Issuer Priority of
Payments and the Issuer Available Revenue Receipts or the Issuer
Available Principal Receipts, as applicable, do not comprise a
sufficient amount in the relevant currency in which such payment is to
be made, the Issuer Cash Manager shall arrange for any remaining
amounts comprised in the Issuer Available Revenue Receipts or the
Issuer Available Principal Receipts, as applicable, and available to
be utilised for such payment to be converted (by such person as the
Issuer Cash Manager may reasonably select) into such currency at the
then prevailing spot rate of exchange as may be required in order to
be applied in or towards such payment.
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5. No Liability
Save as otherwise provided in this Agreement, the Issuer Cash Manager
shall have no liability for the obligations of either the Issuer
Security Trustee or the Master Issuer under any of the Transaction
Documents or otherwise and nothing herein shall constitute a
guarantee, or similar obligation, by the Issuer Cash Manager of either
the Issuer Security Trustee or the Master Issuer in respect of any of
them.
6. Costs and Expenses
6.1 Subject to and in accordance with the Issuer Pre-Enforcement Priority
of Payments or, as the case may be, the Issuer Post-Enforcement
Priority of Payments, the Master Issuer will on each Payment Date
reimburse the Issuer Cash Manager for all out-of-pocket costs,
expenses and charges (together with any amounts in respect of
Irrecoverable VAT due thereon) properly incurred by the Issuer Cash
Manager in the performance of the Issuer Cash Management Services,
including any such costs, expenses or charges not reimbursed to the
Issuer Cash Manager on any previous Payment Date and the Issuer Cash
Manager shall supply the Master Issuer with an appropriate VAT invoice
issued by the Issuer Cash Manager or, if the Issuer Cash Manager has
treated the relevant cost, expense or charge as a disbursement for VAT
purposes, by the person making the supply.
6.2 Unless and until otherwise agreed by the Master Issuer and the Issuer
Security Trustee in writing (notified to the Issuer Cash Manager), the
Master Issuer shall be solely responsible for reimbursing the Issuer
Cash Manager for the out-of-pocket costs, expenses and charges
(together with any amounts in respect of Irrecoverable VAT due
thereon) referred to in Clause 6.1 (Costs and Expenses).
7. Information
7.1 Use of information technology systems:
(a) The Issuer Cash Manager represents and warrants that at the date
hereof (and in respect of the software which is to be used by the
Issuer Cash Manager in providing the Issuer Cash Management
Services) it has in place all necessary licences and/or consents
from the respective licensor or licensors (if any) of such
software.
(b) The Issuer Cash Manager undertakes that it shall for the duration
of this Agreement, use reasonable endeavours to:
(i) ensure that the licences and/or consents referred to in
paragraph (a) are maintained in full force and effect; and
(ii) except insofar as it would breach any other of its legal
obligations, grant to any person to whom it may
sub-contract or delegate the performance of all or any of
its powers and obligations under this Agreement (and/or to
such person as the Master Issuer and the Issuer Security
Trustee elects as a substitute cash manager in accordance
with the terms of this Agreement) a licence to use any
proprietary software
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together with any updates which may be made thereto from
time to time.
(c) The Issuer Cash Manager shall use reasonable endeavours to
maintain in working order the information technology systems used
by the Issuer Cash Manager in providing the Issuer Cash
Management Services.
(d) The Issuer Cash Manager shall pass to any person to whom it may
sub-contract or delegate the performance of all or any of its
powers and obligations under this Agreement (and/or to such
person as the Master Issuer and the Issuer Security Trustee elect
as a substitute cash manager in accordance with the terms of this
Agreement) the benefit of any warranties in relation to such
software insofar as the same are capable of assignment.
7.2 Bank Account Statements: The Issuer Cash Manager shall take all
reasonable steps to ensure that it receives a monthly bank statement
in relation to the Issuer Transaction Account and Swap Collateral Cash
Account and that it furnishes a copy of such statements to the Master
Issuer, with a copy to the Issuer Security Trustee upon its request.
7.3 Access to Books and Records: Subject to all applicable laws, the
Issuer Cash Manager shall permit the Master Issuer, the Auditors of
the Master Issuer, the Issuer Security Trustee and/or any other person
nominated by the Issuer Security Trustee (to whom the Issuer Cash
Manager has no reasonable objection) at any time during normal office
hours upon reasonable notice to have access, or procure that such
person or persons are granted access, to all books of record and
account relating to the Issuer Cash Management Services provided by
the Issuer Cash Manager and related matters in accordance with this
Agreement.
7.4 Statutory Obligations: The Issuer Cash Manager will use its reasonable
endeavours, on behalf of the Master Issuer, to prepare or procure the
preparation of and file all reports, annual returns, financial
statements, statutory forms and other returns which the Master Issuer
is required by law to prepare and file. Subject to approval thereof by
the directors of the Master Issuer, the Issuer Cash Manager shall
cause such accounts to be audited by the Auditors and shall procure so
far as it is able so to do that the Auditors shall make a report
thereon as required by law, and copies of all such documents shall be
delivered to the Issuer Security Trustee, the Master Issuer and the
Rating Agencies as soon as practicable after the end of each
accounting reference period of the Master Issuer.
7.5 Information Covenants:
(a) The Issuer Cash Manager shall provide the Master Issuer, the
Issuer Security Trustee, the Seller and the Rating Agencies
quarterly with a report in, or substantially in, the form set out
in Schedule 3 in respect of the Master Issuer. Such quarterly
report shall be delivered to the Master Issuer, the Issuer
Security Trustee (upon its request), the Seller and the Rating
Agencies by the last Business Day of the month in which each
Payment Date occurs.
(b) The Issuer Cash Manager shall provide, or procure the provision
of, to the Master Issuer, the Issuer Security Trustee and the
Rating Agencies copies of
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any annual returns or financial statements referred to in Clause
7.4 (Statutory Obligations) as soon as reasonably practicable
after the preparation thereof.
(c) The Issuer Cash Manager shall notify the Rating Agencies and the
Issuer Security Trustee in writing of the details of (i) any
material amendment to the Transaction Documents to which the
Master Issuer is a party and of which it is or becomes aware, and
(ii) any other information relating to the Issuer Cash Manager as
the Rating Agencies and the Issuer Security Trustee may
reasonably request in connection with its obligations under this
Agreement, PROVIDED THAT the Issuer Security Trustee shall not
make such a request more than once every three months unless, in
the belief of the Issuer Security Trustee, a Funding 2
Intercompany Loan Event of Default, an Issuer Event of Default or
an Issuer Cash Manager Termination Event shall have occurred and
is continuing or may reasonably be expected to occur, and
PROVIDED FURTHER THAT any such request by the Issuer Security
Trustee does not adversely interfere with the Issuer Cash
Manager's day-to-day provision of the Issuer Cash Management
Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i)
or (ii) above, the Issuer Cash Manager shall give details to the
Master Issuer and the Issuer Security Trustee of any pending
legal action and any judgments given in respect of the Issuer
Cash Manager if it could have a potential material adverse effect
on the ability of the Issuer Cash Manager to perform its
obligations hereunder.
(e) The Issuer Cash Manager shall, at the request of the Issuer
Security Trustee, furnish the Issuer Security Trustee and the
Rating Agencies with such other information relating to its
business and financial condition as the Issuer Security Trustee
may request in connection with this Agreement, PROVIDED THAT the
Issuer Security Trustee shall not make such a request more than
once every three months unless, in the belief of the Issuer
Security Trustee, a Funding 2 Intercompany Loan Event of Default,
an Issuer Event of Default or an Issuer Cash Manager Termination
Event (as defined in Clause 11.1 (Issuer Cash Manager Termination
Events)) shall have occurred and is continuing or may reasonably
be expected to occur, and PROVIDED FURTHER THAT any such request
of the Issuer Security Trustee does not adversely interfere with
the Issuer Cash Manager's day-to-day provision of the Issuer Cash
Management Services under the other terms of this Agreement.
8. Remuneration
8.1 Fee payable:
(a) Subject to paragraph (b) below, the Master Issuer shall pay to
the Issuer Cash Manager for the provision of the Issuer Cash
Management Services hereunder a cash management fee which shall
be agreed in writing between the Master Issuer, the Issuer
Security Trustee and the Issuer Cash Manager from time to time.
(b) Unless and until otherwise agreed by the Master Issuer and the
Issuer Security Trustee in writing (notified to the Issuer Cash
Manager), the Master Issuer
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shall be solely responsible for paying the cash management fee to
the Issuer Cash Manager which is referred to in paragraph (a)
above.
8.2 Payment of fee: The cash management fee referred to in Clause 8.1 (Fee
Payable) shall only be payable to the Issuer Cash Manager on each
Payment Date in the manner contemplated by, in accordance with and
subject to the provisions of the Issuer Pre-Enforcement Revenue
Priority of Payments or, as the case may be, the Issuer
Post-Enforcement Priority of Payments.
9. Covenants, Representations and Warranties of Issuer Cash Manager
9.1 Covenants: The Issuer Cash Manager hereby covenants with and
undertakes to each of the Master Issuer and the Issuer Security
Trustee that without prejudice to any of its specific obligations
hereunder:
(a) it will exercise all due skill, care and diligence in the
performance of its obligations and the exercise of its
discretions hereunder;
(b) it will comply with any proper directions, orders and
instructions which the Master Issuer or the Issuer Security
Trustee may from time to time give to it in accordance with the
provisions of this Agreement and, in the event of any conflict,
those of the Issuer Security Trustee shall prevail;
(c) it will obtain and keep in force all licences, approvals,
authorisations and consents which are necessary in connection
with the performance of the Issuer Cash Management Services and
prepare and submit all necessary applications and requests for
any further approval, authorisation, consent or licence required
in connection with the performance of the Issuer Cash Management
Services;
(d) it will not knowingly fail to comply with any legal requirements
in the performance of the Issuer Cash Management Services;
(e) it will make all payments required to be made by it pursuant to
this Agreement on the due date for payment thereof for value in
the specified currency on such day without set-off (including,
without limitation, in respect of any fees owed to it) or
counterclaim; and
(f) it will not without the prior written consent of the Issuer
Security Trustee amend or terminate any of the Issuer Transaction
Documents save in accordance with their terms.
9.2 Duration of covenants: The covenants of the Issuer Cash Manager in
Clause 9.1 (Covenants) shall remain in force until this Agreement is
terminated but without prejudice to any right or remedy of the Master
Issuer and/or the Issuer Security Trustee arising from breach of any
such covenant prior to the date of termination of this Agreement.
9.3 Representations and Warranties: The Issuer Cash Manager hereby makes
the representations and warranties to each of the Master Issuer and
the Issuer Security Trustee that are specified on Schedule 4 hereto.
11
10. Issuer Cash Management Services Non-Exclusive
Nothing in this Agreement shall prevent the Issuer Cash Manager from
rendering or performing services similar to those provided for in this
Agreement to or for itself or other persons, firms or companies or
from carrying on business similar to or in competition with the
business of the Master Issuer or the Issuer Security Trustee.
11. Termination
11.1 Issuer Cash Manager Termination Events: If any of the following events
("Issuer Cash Manager Termination Events") shall occur:
(a) default is made by the Issuer Cash Manager in the payment on the
due date of any payment due and payable by it under this
Agreement and such default continues unremedied for a period of
five (5) London Business Days after the earlier of the Issuer
Cash Manager becoming aware of such default and receipt by the
Issuer Cash Manager of written notice from the Master Issuer or
the Issuer Security Trustee, as the case may be, requiring the
same to be remedied; or
(b) default is made by the Issuer Cash Manager in the performance or
observance of any of its other covenants and obligations under
this Agreement, which in the opinion of the [Issuer Security]
Trustee is materially prejudicial to the interests of the holders
of the Issuer Notes and such default continues unremedied for a
period of twenty (20) London Business Days after the earlier of
the Issuer Cash Manager becoming aware of such default and
receipt by the Issuer Cash Manager of written notice from the
Issuer Security Trustee requiring the same to be remedied; or
(c) the Issuer Cash Manager suffers an Insolvency Event,
then the Master Issuer and/or Issuer Security Trustee may at once or
at any time thereafter while such default continues by notice in
writing to the Issuer Cash Manager with a copy to the Issuer Account
Bank terminate its appointment as Issuer Cash Manager under this
Agreement with effect from a date (not earlier than the date of the
notice) specified in the notice.
Upon termination of the appointment of the Issuer Cash Manager, the
Issuer Security Trustee agrees to use its reasonable endeavours to
appoint a substitute Issuer Cash Manager. Any substitute Issuer Cash
Manager must agree to enter into an agreement substantially on the
same terms as the relevant provisions of this Agreement or on such
terms as are satisfactory to the Master Issuer and the Issuer Security
Trustee.
Any termination of the appointment of the Issuer Cash Manager and the
appointment of a substitute Issuer Cash Manager under this Clause 11.1
is conditional upon the Rating Agencies having previously confirmed in
writing to the Master Issuer and the Issuer Security Trustee that the
then-current ratings of the Issuer Notes will not be downgraded,
withdrawn or qualified.
The Issuer Security Trustee shall have no liability to any person in
the event that, having used reasonable endeavours, it is unable to
appoint a substitute Issuer Cash
12
Manager. In any event, the Issuer Security Trustee shall only be
required to use its reasonable endeavours to appoint such substitute
Issuer Cash Manager. Notwithstanding any other provision of the
Transaction Documents, the Issuer Security Trustee shall not itself
be required to perform any duties of the Issuer Cash Manager.
The Issuer Security Trustee shall not be obliged to monitor or
supervise the performance by any substitute Issuer Cash Manager of its
duties hereunder or in relation to the other Transaction Documents nor
shall the Issuer Security Trustee be responsible or liable for any act
or omission of any substitute Issuer Cash Manager or for any loss
caused thereby.
11.2 Resignation of Issuer Cash Manager: The Issuer Cash Manager may resign
from its appointment under this Agreement only upon giving not less
than twelve (12) months' notice to each of the Master Issuer and the
Issuer Security Trustee, PROVIDED THAT:
(a) the Master Issuer and the Issuer Security Trustee each consent in
writing to such resignation such consent not to be unreasonably
withheld or delayed;
(b) a substitute cash manager shall be appointed by the Issuer
Security Trustee, such appointment to be effective not later than
the effective date of such resignation;
(c) such substitute cash manager enters into an agreement
substantially on the same terms as the relevant provisions of
this Agreement or on such terms as are satisfactory to the Master
Issuer and the Issuer Security Trustee, and the Issuer Cash
Manager shall not be released from its obligations under the
relevant provisions of this Agreement until such substitute cash
manager has entered into such new agreement and the rights of the
Master Issuer under such agreement are charged in favour of the
Issuer Security Trustee on terms satisfactory to the Issuer
Security Trustee; and
(d) the Rating Agencies have confirmed to the Master Issuer and the
Issuer Security Trustee that the then-current ratings of the
Issuer Notes are not reduced, qualified or withdrawn as a result
thereof.
11.3 Effect of Termination or Resignation:
(a) On and after termination or resignation of the appointment of the
Issuer Cash Manager under this Agreement pursuant to this Clause 11,
all authority and power of the Issuer Cash Manager under this
Agreement shall be terminated and be of no further effect and the
Issuer Cash Manager shall not thereafter hold itself out in any way as
the agent of the Master Issuer or the Issuer Security Trustee pursuant
to this Agreement.
(b) Upon termination or resignation of the appointment of the Issuer
Cash Manager under this Agreement pursuant to this Clause 11, the
Issuer Cash Manager shall:
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(i) forthwith deliver (and in the meantime hold on trust for,
and to the order of, the Master Issuer or the Issuer
Security Trustee, as the case may be) to the Master Issuer
or the Issuer Security Trustee, as the case may be or as
it shall direct, all books of account, papers, records,
registers, correspondence and documents in its possession
or under its control relating to the affairs of or
belongings of the Master Issuer or the Issuer Security
Trustee, as the case may be, (if practicable, on the date
of receipt) any monies then held by the Issuer Cash
Manager on behalf of the Master Issuer, the Issuer
Security Trustee and any other assets of the Master Issuer
and the Issuer Security Trustee;
(ii) take such further action as the Master Issuer or the
Issuer Security Trustee, as the case may be, may
reasonably direct PROVIDED THAT the Issuer Security
Trustee shall not be required to take or direct to be
taken such further action unless it has been indemnified
to its satisfaction (and in the event of a conflict
between the directions of Master Issuer and the Issuer
Security Trustee, the directions of the Issuer Security
Trustee shall prevail);
(iii) provide all relevant information contained on computer
records in the form of magnetic tape, together with
details of the layout of the files encoded on such
magnetic tapes; and
(iv) co-operate and consult with and assist the Master Issuer
or the Issuer Security Trustee or its nominee, as the case
may be, (which shall, for the avoidance of doubt, include
any Receiver appointed by it) for the purposes of
explaining the file layouts and the format of the magnetic
tapes generally containing such computer records on the
computer system of the Master Issuer or the Issuer
Security Trustee or such nominee, as the case may be.
11.4 Notice of event of default: The Issuer Cash Manager shall deliver to
the Master Issuer, the Issuer Security Trustee and the Rating Agencies
as soon as reasonably practicable (but in any event within three
London Business Days of becoming aware thereof) a notice of any Issuer
Cash Manager Termination Event, any Issuer Event of Default or any
Funding 2 Intercompany Loan Event of Default, or any event which with
the giving of notice or expiry of any grace period or certification,
as specified in such Issuer Cash Manager Termination Event or Issuer
Event of Default or Funding 2 Intercompany Loan Event of Default,
would constitute the same.
11.5 General provisions relating to termination:
(a) Termination of this Agreement or the appointment of the Issuer
Cash Manager under this Agreement shall be without prejudice to
the liabilities of the Master Issuer to the Issuer Cash Manager
and vice versa incurred before the date of such termination. The
Issuer Cash Manager shall have no right of set-off or any lien in
respect of such amounts against amounts held by it on behalf of
the Master Issuer or the Issuer Security Trustee.
(b) This Agreement shall terminate at such time as the Issuer Secured
Obligations have been fully discharged.
14
(c) On termination of the appointment of the Issuer Cash Manager
under the provisions of this Clause 11, the Issuer Cash Manager
shall be entitled to receive all fees and other monies accrued up
to (but excluding) the date of termination but shall not be
entitled to any other or further compensation. The Master Issuer
shall pay such moneys so receivable by the Issuer Cash Manager in
accordance with the Issuer Pre-Enforcement Revenue Priority of
Payments or, as the case may be, the Issuer Post-Enforcement
Priority of Payments, on the dates on which they would otherwise
have fallen due hereunder. For the avoidance of doubt, such
termination shall not affect the Issuer Cash Manager's rights to
receive payment of all amounts (if any) due to it from the Master
Issuer other than under this Agreement.
(d) Any provision of this Agreement, which is stated to continue
after termination of the Agreement, shall remain in full force
and effect notwithstanding termination.
12. Further Assurances
12.1 Co-operation, etc: The parties hereto agree that they will co-operate
fully to do all such further acts and things and execute any further
documents as may be necessary or desirable to give full effect to the
arrangements contemplated by this Agreement and the other Transaction
Documents.
12.2 Powers of attorney: Without prejudice to the generality of Clause 12.1
(Co-operation, etc), the Master Issuer shall upon request by the
Issuer Cash Manager forthwith give to the Issuer Cash Manager such
further powers of attorney or other written authorisations, mandates
or instruments as are necessary to enable the Issuer Cash Manager to
perform the Issuer Cash Management Services.
13. Miscellaneous
13.1 No set-off: The Issuer Cash Manager agrees that it will not:
(a) set off or purport to set off any amount which either the Master
Issuer is or will become obliged to pay to it under this
Agreement against any amount from time to time standing to the
credit of or to be credited to the Issuer Bank Accounts or the
Issuer Swap Collateral Accounts or any replacement or additional
bank account of the Master Issuer and established from time to
time; or
(b) make or exercise any claims or demands, any rights of
counterclaim or any other equities against or withhold payment of
any and all sums of money which may at any time and from time to
time standing to the credit of the Issuer Bank Accounts or the
Issuer Swap Collateral Accounts or any replacement or additional
bank account of the Master Issuer and established from time to
time.
13.2 No recourse:
(a) In relation to all sums due and payable by the Master Issuer to
the Issuer Cash Manager, the Issuer Cash Manager agrees that it
shall have recourse only to
15
sums paid to or received by (or on behalf of) the Master Issuer
pursuant to the provisions of the Issuer Transaction Documents.
(b) For the avoidance of doubt, the Issuer Security Trustee shall not
be liable to pay any amounts due under Clauses 6 (Costs and
Expenses) and 8 (Remuneration), but without prejudice to the
obligations of the Master Issuer, or any receiver appointed
pursuant to the Issuer Deed of Charge in respect of such amounts.
(c) Notwithstanding any other provisions of this Agreement, all
obligations to, and rights of, the Issuer Security Trustee under
or in connection with this Agreement (other than its obligations
under Clause 12 (Further Assurances) and Clause 14
(Confidentiality)) shall automatically terminate upon the
discharge in full of all Issuer Secured Obligations, PROVIDED
THAT this shall be without prejudice to any claims in respect of
such obligations and rights arising on or prior to such date.
14. Confidentiality
During the continuance of this Agreement or after its termination,
each of the Master Issuer, the Issuer Cash Manager and the Issuer
Security Trustee shall use its best endeavours not to disclose to any
person, firm or company whatsoever any information relating to the
business, finances or other matters of a confidential nature of any
other party hereto of which it may exclusively by virtue of being
party to the Transaction Documents have become possessed and shall use
all reasonable endeavours to prevent any such disclosure as aforesaid,
PROVIDED HOWEVER that the provisions of this Clause 14 shall not
apply:
(a) to any information already known to the recipient otherwise than
as a result of entering into any of the Transaction Documents;
(b) to any information subsequently received by the recipient which
it would otherwise be free to disclose;
(c) to any information which is or becomes public knowledge otherwise
than as a result of the conduct of the recipient;
(d) to any extent that the recipient is required to disclose the same
pursuant to any law or order of any court or pursuant to any
direction, request or requirement (whether or not having the
force of law) of any central bank or any governmental or other
authority (including, without limitation, any official bank
examiners or regulators);
(e) to the extent that the recipient needs to disclose the same for
determining the existence of, or declaring, an Issuer Event of
Default, or an Issuer Cash Manager Termination Event, the
protection or enforcement of any of its rights under any of the
Issuer Transaction Documents or in connection herewith or
therewith or for the purpose of discharging, in such manner as it
thinks fit, its duties under or in connection with such
agreements in each case to such persons as require to be informed
of such information for such purposes; or
16
(f) in relation to any information disclosed to the professional
advisers of the recipient or (in connection with a prospective
rating of any debt to be issued by the Master Issuer or any other
Funding 2 Issuer) to any credit rating agency or any prospective
new cash manager or prospective new Issuer Security Trustee.
15. No Partnership
It is hereby acknowledged and agreed by the parties that nothing in
this Agreement shall be construed as giving rise to any partnership
between any of the parties.
16. Assignment
16.1 Assignment by the Master Issuer: The Master Issuer may not assign or
transfer any of its rights and obligations under this Agreement
without the prior written consent of each of the Issuer Security
Trustee and the Issuer Cash Manager, except that the Master Issuer may
assign its respective rights hereunder without such consent pursuant
to the Issuer Deed of Charge.
16.2 No assignment by Issuer Cash Manager: The Issuer Cash Manager may not
assign or transfer any of its rights and obligations under this
Agreement without the prior written consent of the Master Issuer and
the Issuer Security Trustee.
17. The Issuer Security Trustee
17.1 Change in Issuer Security Trustee: If there is any change in the
identity of the issuer security trustee in accordance with the Issuer
Deed of Charge, the Master Issuer and the Issuer Cash Manager shall
execute such documents and take such action as the successor issuer
security trustee and the outgoing Issuer Security Trustee may require
for the purpose of vesting in the successor issuer security trustee
the rights and obligations of the outgoing Issuer Security Trustee
under this Agreement and releasing the outgoing Issuer Security
Trustee from its future obligations under this Agreement.
17.2 No Obligations: It is hereby acknowledged and agreed that by its
execution of this Agreement the Issuer Security Trustee shall not
assume or have any of the obligations or liabilities of the Master
Issuer or the Issuer Cash Manager under this Agreement. Furthermore,
any liberty or power which may be exercised or any determination which
may be made hereunder by the Issuer Security Trustee may be exercised
or made in the Issuer Security Trustee's absolute and unfettered
discretion without any obligation to give reasons therefor, but in any
event must be exercised or made in accordance with the provisions of
the Issuer Deed of Charge.
18. New Notes
On each occasion that the Master Issuer issues a new Series and Class
of Issuer Notes, the Issuer Cash Manager, the Master Issuer and the
Issuer Security Trustee shall execute such documents and take such
action as may be necessary or required by the Rating Agencies for the
purpose of including any Issuer Swap Provider and any other person who
is required to execute an Accession Undertaking or any other Issuer
17
Transaction Document relating to such new Series and Class of Issuer
Notes in the Issuer Transaction Documents.
19. Non Petition Covenant; Limited Recourse
19.1 Issuer Security Trustee to Enforce: The Issuer Cash Manager hereby
undertakes to each of the other parties hereto that only the Issuer
Security Trustee may enforce the security created in favour of the
Issuer Security Trustee by the Issuer Deed of Charge in accordance
with the provisions thereof.
19.2 Limited Recourse: The Issuer Cash Manager hereby undertakes to each of
the other parties hereto that, notwithstanding any other provision of
this Agreement or any other Transaction Document, no sum due or owing
to the Issuer Cash Manager from or by the Master Issuer under this
Agreement shall be payable by the Master Issuer except to the extent
that the Master Issuer has sufficient funds available or (following
enforcement of the Issuer Security) the Issuer Security Trustee has
realised sufficient funds from the Issuer Security to pay such sum
subject to and in accordance with the relevant Issuer Priority of
Payments, and provided that all liabilities of the Master Issuer
required to be paid in priority thereto or pari passu therewith
pursuant to such Issuer Priority of Payments have been paid,
discharged and/or otherwise provided for in full.
19.3 Non Petition: The Issuer Cash Manager hereby undertakes to each of the
other parties hereto that it shall not take any steps for the purpose
of recovering any amount payable under this Agreement (including,
without limitation, by exercising any rights of set-off) or enforcing
any rights arising out of this Agreement against the Master Issuer and
it shall not take any steps or legal proceedings for the winding-up,
dissolution or reorganisation of, or the institution of insolvency
proceedings against, the Master Issuer or for the appointment of a
receiver, administrator, liquidator or similar officer of the Master
Issuer in respect of any or all of its revenues except to the extent
expressly permitted under the Issuer Deed of Charge.
19.4 Following Enforcement: The Issuer Cash Manager hereby undertakes to
each of the other parties hereto that, following any enforcement of
the Issuer Security, it will hold on trust for, and will pay to, the
Issuer Security Trustee or the Receiver, as the case may be, all
monies received or recovered by it (whether by way of set-off or
otherwise) otherwise than in accordance with the Issuer
Post-Enforcement Priority of Payments in order that such monies may be
applied by the Issuer Security Trustee or the Receiver in accordance
with the Issuer Post-Enforcement Priority of Payments.
19.5 Corporate Obligations: To the extent permitted by law, no recourse
under any obligation, covenant, or agreement of any person contained
in this Agreement shall be had against any shareholder, officer or
director of such person as such, by the enforcement of any assessment
or by any legal proceeding, by virtue of any statute or otherwise; it
being expressly agreed and understood that this Agreement is a
corporate obligation of each person expressed to be a party hereto and
no personal liability shall attach to or be incurred by the
shareholders, officers, agents or directors of such person as such, or
any of them, under or by reason of any of the obligations, covenants
or agreements of such person contained in this Agreement, or implied
therefrom, and that any and all personal liability for breaches by
such person of any of such obligations, covenants or agreements,
either under any applicable law or by
18
statute or constitution, of every such shareholder, officer, agent or
director is hereby expressly waived by each person expressed to be a
party hereto as a condition of and consideration for the execution of
this Agreement.
19.6 Issuer Deed of Charge: The provisions of Clause 6 of the Issuer Deed
of Charge shall prevail in the event that and to the extent that they
conflict with the provisions of this Clause 19.
20. Amendments and Waiver
20.1 Entire Agreement: This Agreement sets out the entire agreement and
understanding between the parties with respect to the subject matter
of this Agreement superseding all prior oral or written understandings
other than the other Issuer Transaction Documents.
20.2 Amendments and Waiver: No amendment or waiver of any provision of this
Agreement nor consent to any departure by any of the parties therefrom
shall in any event be effective unless the same shall be in writing
and signed by each of the parties hereto. In the case of a waiver or
consent, such waiver or consent shall be effective only in the
specific instance and as against the party or parties giving it for
the specific purpose for which it is given.
20.3 Rights Cumulative: The respective rights of each of the parties to
this Agreement are cumulative and may be exercised as often as they
consider appropriate. No failure on the part of any party to exercise,
and no delay in exercising, any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such
right preclude any other or further exercise thereof or the exercise
of any other right. The remedies in this Agreement are cumulative and
not exclusive of any remedies provided by law.
20.4 Ratings: No variation or waiver of this Agreement shall be made if the
same would cause the then-current ratings of any of the Issuer Notes
to be reduced, qualified or withdrawn.
21. Notices
Any notices or other communication or document to be given or
delivered pursuant to this Agreement to any of the parties hereto
shall be sufficiently served if sent by prepaid first class post, by
hand or by facsimile transmission and shall be deemed to be given (in
the case of facsimile transmission) when despatched or (where
delivered by hand) on the day of delivery if delivered before 17.00
hours (London time) on a London Business Day or on the next London
Business Day if delivered thereafter or (in the case of first class
post) when it would be received in the ordinary course of the post and
shall be sent:
(a) in the case of the Issuer Cash Manager, to Northern Rock plc,
Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX
(facsimile number: 0191 213 2203) for the attention of the Group
Secretary;
(b) in the case of the Master Issuer, to Granite Master Issuer plc
x/x Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile
number 020 7606 0643) for
19
the attention of The Company Secretary with a copy to Northern
Rock plc, Northern Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx
XX0 0XX (facsimile number 0191 213 2203) for the attention of
the Group Secretary;
(c) in the case of the Issuer Security Trustee, to The Bank of New
York (London Branch), at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx
X00 0XX (facsimile number 020 7964 6399) for the attention of
Corporate Trust (Global Structured Finance);
(d) in the case of Fitch, to Fitch Ratings Ltd., at Xxxxx Xxxxx, 0
Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile number 0207 417 6262)
for the attention of European Structured Finance Surveillance;
(e) in the case of Moody's, to Xxxxx'x Investors Services, Inc., at
1st Floor, 0 Xxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxx XX0X 0XX
(facsimile number 0207 772 5400) for the attention of the Head of
Monitoring Group, Structured Finance;
(f) in the case of S&P, to Standard & Poor's Ratings Services, a
division of The XxXxxx-Xxxx Companies, Inc., at 00 Xxxxxx Xxxxxx,
Xxxxxx Xxxxx, Xxxxxx X00 0XX (facsimile number 0207 176 3598) for
the attention of Xxxxx Xxxxxxxx;
or to such other address or facsimile number or for the attention of
such other person or entity as may from time to time be notified by
any party or by any Rating Agency to the others by written notice in
accordance with the provisions of this Clause 21. All notices served
under this Agreement shall be simultaneously copied to the Issuer
Security Trustee by the person serving the same.
22. Third Party Rights
A person who is not a party to this Agreement may not enforce any of
its terms under the Contracts (Rights of Third Parties) Xxx 0000, but
this shall not affect any right or remedy of a third party which
exists or is available apart from that Act.
23. Execution in Counterparts; Severability
23.1 Counterparts: This Agreement may be executed in any number of
counterparts (manually or by facsimile) and by different parties
hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall
constitute one and the same instrument.
23.2 Severability: Where any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations under this Agreement, or of such
provision or obligation in any other jurisdiction, shall not be
affected or impaired thereby.
24. Governing Law and Jurisdiction; Appropriate Forum
24.1 Governing Law: This Agreement is governed by, and shall be construed
in accordance with, English law.
20
24.2 Jurisdiction: Each of the parties hereto irrevocably agrees that the
courts of England shall have jurisdiction to hear and determine any
suit, action or proceeding, and to settle any disputes, which may
arise out of or in connection with this Agreement and, for such
purposes, irrevocably submits to the jurisdiction of such courts.
24.3 Appropriate Forum: Each of the parties hereto irrevocably waives any
objection which it might now or hereafter have to the courts of
England being nominated as the forum to hear and determine any
Proceedings and to settle any disputes, and agrees not to claim that
any such court is not a convenient or appropriate forum.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed the
day and year first before written.
21
SCHEDULE 1
The Issuer Cash Management Services
The Issuer Cash Manager shall:
(a) make the determinations as set forth in Schedule 2 of the Issuer Deed
of Charge;
(b) invest sums, if any, standing to the credit of the Issuer Transaction
Account in short-term Authorised Investments as determined by the
Master Issuer and, if applicable, the Issuer Security Trustee;
(c) apply the Issuer Available Revenue Receipts and Issuer Available
Principal Receipts in accordance with the relevant order of priority
of payments for the Master Issuer set out in Schedule 2 of the Issuer
Deed of Charge;
(d) provide the Master Issuer, Funding 2, the Issuer Security Trustee
(upon its request), the Note Trustee (upon its request) and the Rating
Agencies with quarterly reports in relation to the Master Issuer as
set out in Schedule 3;
(e) operate the Issuer Bank Accounts and ensure that payments are made
into and from such account in accordance with this Agreement, the
Issuer Deed of Charge, the Issuer Bank Account Agreement and any other
relevant Issuer Transaction Document, PROVIDED HOWEVER THAT nothing
herein shall require the Issuer Cash Manager to make funds available
to the Master Issuer to enable such payments to be made other than as
expressly required by the provisions of this Agreement;
(f) in relation to payments to be made on each Series and Class of Issuer
Notes, make withdrawals under the Issuer Reserve Fund, if required;
(g) maintain the Issuer Reserve Ledger, and record the amount credited to
the Issuer Reserve Fund from time to time and subsequent withdrawals
in respect of the Issuer Reserve Fund;
(h) keep records for all taxation purposes (including, without limitation
VAT);
(i) subject to any applicable law, assist the auditors of the Master
Issuer and provide such information to them as they may reasonably
request for the purpose of carrying out their duties as auditors;
(j) make all returns and filings, give all notices and make all
registrations and other notifications required in the day-to-day
operation of the business of the Master Issuer or required to be given
by the Master Issuer pursuant to the Issuer Transaction Documents;
(k) arrange for all payments due to be made by the Master Issuer under any
of the Issuer Transaction Documents, PROVIDED THAT such moneys are at
the relevant time available to the Master Issuer and PROVIDED FURTHER
that nothing herein shall constitute a guarantee by the Issuer Cash
Manager of all or any of the obligations of the Master Issuer under
any of the Issuer Transaction Documents;
22
(l) without prejudice to the role of and in conjunction with the Issuer
Corporate Services Provider under the Issuer Corporate Services
Agreement, keep general books of account and records of the Master
Issuer; provide accounting services, including reviewing receipts and
payments, supervising and assisting in the preparation of interim
statements and final accounts and supervising and assisting in the
preparation of tax returns;
(m) without prejudice to the role of and in conjunction with the Issuer
Corporate Services Provider under the Issuer Corporate Services
Agreement, provide or procure the provision of company secretarial and
administration services to the Master Issuer including the keeping of
all registers and the making of all returns and filings required by
applicable law or by UK regulatory authorities, co-operate in the
convening of board and general meetings and provide registered office
facilities;
(n) itself on behalf of the Master Issuer, PROVIDED THAT such monies are
at the relevant time available to the Master Issuer, pay all the
out-of-pocket expenses of the Master Issuer, incurred by the Issuer
Cash Manager on behalf of the Master Issuer in the performance of the
Issuer Cash Manager's duties hereunder including without limitation:
(i) all Taxes which may be due or payable by the Master Issuer;
(ii) all necessary filing and other fees in compliance with
regulatory requirements;
(iii) all legal and audit fees and other professional advisory fees;
and
(iv) all communication expenses including postage, courier and
telephone charges;
(o) the Issuer Cash Manager may invest monies standing from time to time
to the credit of the Issuer Transaction Account and the Issuer GIC
Account (but in the case of the Issuer GIC Account, only following the
enforcement of the Issuer Security and at the request of the Issuer
Security Trustee) subject to the following provisions:
(i) any such Authorised Investment shall be made in the joint names
of the Master Issuer and the Issuer Security Trustee;
(ii) any costs properly and reasonably incurred in making and
changing Authorised Investments will be reimbursed to the
Issuer Cash Manager and the Issuer Security Trustee by the
Master Issuer;
(iii) all income or proceeds following the disposal or maturity of
Authorised Investments shall be credited to the Issuer
Transaction Account from which moneys were withdrawn to make
the relevant Authorised Investment; and
(iv) following the enforcement of the Issuer Security no such
investment may be made without the prior written consent of the
Issuer Security Trustee.
The Issuer Security Trustee and the Issuer Cash Manager shall not be
responsible (save where any loss results from the Issuer Security
Trustee's or the Issuer Cash Manager's own fraud, wilful default or
gross negligence or that of its officers or employees) for any loss
occasioned by reason of any such Authorised Investments
23
whether by depreciation in value or otherwise provided that such
Authorised Investments were made in accordance with the above
provisions;
(p) (i) if necessary, perform all currency conversions free of
charge, cost or expense at the relevant exchange rate; and
(ii) if necessary, perform all interest rate conversions free of
charge, cost or expense at the relevant interest Specified
Currency Exchange rate.
for the purposes of any calculations referred to in sub-paragraphs (i)
and (ii) above, all percentages resulting from such calculations will
be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (e.g. 9.876541% (or 0.09876541) being rounded down to
9.87654% (or 0.0987654)) and (ii) any currency amounts used in or
resulting from such calculations will be rounded in accordance with
the relevant market practice;
(q) arrange payment of all fees to the London Stock Exchange plc or, as
applicable, the UK Listing Authority; and
(r) provide services in relation to Swap Collateral (including, without
limitation, in connection with the transfer, receipt, administration
and/or holding of Swap Collateral, the making of calculations,
determinations, communications or valuations, the opening and
maintenance of the Issuer Swap Collateral Accounts and the Issuer Swap
Collateral Ledger; and the entering into of Issuer Swap Collateral
Ancillary Documents).
24
SCHEDULE 2
Cash Management and Maintenance of Ledgers
1. Determination
(a) On or before each Issuer Note Distribution Date immediately
preceding a Payment Date, the Issuer Cash Manager shall
determine each of the following in accordance with this
paragraph 1:
(i) the amount of any Issuer Available Revenue Receipts to
be applied on the following Payment Date in accordance
with the Issuer Pre-Enforcement Revenue Priority of
Payments set forth in paragraph 1 of Schedule 2 of the
Issuer Deed of Charge;
(ii) the amount of any Issuer Available Principal Receipts to
be applied on the following Payment Date in accordance
with the Issuer Pre-Enforcement Principal Priority of
Payments set forth in paragraph 2 of Schedule 2 of the
Issuer Deed of Charge;
(iii) whether there will be an excess or a deficit of the
Issuer Available Revenue Receipts to pay items (A)
through (L) of the Issuer Pre-Enforcement Revenue
Priority of Payments as set forth in paragraph 1 of
Schedule 2 of the Issuer Deed of Charge;
(iv) whether there will be an excess or deficit of Issuer
Available Principal Receipts to pay principal due in
respect of any Original Bullet Loan Tranche in
accordance with the Issuer Pre-Enforcement Principal
Priority of Payments set forth in Schedule 2 to the
Issuer Deed of Charge;
(v) the various amounts, balances and rates to be calculated
in accordance with the Issuer Swap Agreements, and shall
promptly notify the Master Issuer, the Issuer Security
Trustee and each Calculation Agent (as defined in each
Issuer Swap Agreement) of such amounts, balances and
rates; and
(vi) the Principal Amount Outstanding of the Issuer Notes,
the Pool Factor, and the Note Principal Payment of the
Issuer Notes in accordance with the Conditions.
(b) The Issuer Cash Manager may make all the determinations
referred to in paragraph 1(a) on the basis of any reasonable
and proper assumptions as the Issuer Cash Manager considers
appropriate (including without limitation as to the amount of
any payments to be made under paragraph 1 of Schedule 2 of the
Issuer Deed of Charge during the period from and including any
Distribution Date immediately preceding a Payment Date to but
excluding such Payment Date).
25
(c) The Issuer Cash Manager shall notify the Master Issuer and the
Issuer Security Trustee on request of any such other
assumptions and shall take account of any representations made
by the Master Issuer and the Issuer Security Trustee (as the
case may be) in relation thereto.
(d) Each determination made in accordance with this paragraph 1
shall (in the absence of bad faith, wilful default, negligence
and manifest error) be final and binding on all persons.
2. Notification of Determinations
(a) The Issuer Cash Manager will cause each determination of Issuer
Available Principal Receipts and Issuer Available Revenue
Receipts (in accordance with paragraph 1(a)(i) and (ii)) and
any Issuer Income Deficit (in accordance with paragraph
1(a)(iii)) to be notified forthwith, following the calculation
thereof, to the Master Issuer.
(b) The Issuer Cash Manager shall procure that the determinations
and notifications required to be made pursuant to Condition
[5(C)] of the Conditions are made.
3. Priority of Payments for Issuer Available Revenue Receipts
Issuer Available Revenue Receipts will be applied by the Issuer Cash
Manager on each Payment Date until enforcement of the Issuer Security
pursuant to the Issuer Deed of Charge or until such time as there are
no Issuer Secured Obligations outstanding, in making such payments and
provisions in the order of priority set out in the Issuer
Pre-Enforcement Revenue Priority of Payments (in each case only if and
to the extent that payments or provisions of a higher priority have
been made in full) set out in Part 1 of Schedule 2 of the Issuer Deed
of Charge.
On any Payment Date, the Issuer Cash Manager will apply amounts
standing to the credit of the Issuer Expense Sub-Ledger on such
Payment Date, firstly to pay the amounts forth in items [(A) to (D)]
of the Issuer Pre-Enforcement Revenue Priority of Payments. To the
extent that on such Payment Date, amounts standing to the credit of
the Issuer Expense Sub-Ledger are insufficient to pay items [(A) to
(D)] of the Issuer Pre-Enforcement Revenue Priority of Payments, then
the Issuer Cash Manager will apply amounts standing to the credit of
the Issuer Reserve Ledger on such date to meet such shortfall. To the
extent that on such Payment Date, amounts standing to the credit of
the Issuer Reserve Ledger that are applied in accordance with the
previous sentence are insufficient to pay items [(A) to (D)] of the
Issuer Pre-Enforcement Revenue Priority of Payments, then the Master
Issuer will, in no order of priority among them but in proportion to
the amount required, apply amounts standing to the credit of the
sub-ledgers of the Issuer Revenue Ledger in respect of the Class D
Notes of each Series on such date to meet such shortfall (until the
balance of such Sub-Ledgers is zero), then amounts standing to the
credit of the sub-ledgers of the Issuer Revenue Ledger in respect of
the Class C Notes of each Series (until the balance of such
sub-ledgers is zero), then amounts standing to the credit of the
sub-ledgers of the Issuer Revenue Ledger in respect of the Class M
Notes of each Series (until the balance of such sub-ledgers is zero),
then amounts standing to the credit of the sub-ledgers of the Issuer
Revenue Ledger in
26
respect of the Class B Notes (until the balance of such sub-ledgers
is zero) and then amounts standing to the credit of the sub-ledgers
of the Issuer Revenue Ledger in respect of the Class A Notes (until
the balance of such sub-ledgers is zero).
On any payment date, the Issuer Cash Manager will apply amounts
standing to the credit of any sub-ledger (in respect of a Series and
Class of Issuer Notes) of the Issuer Revenue Ledger to pay the
interest and other amounts due in respect of such Series and Class of
Issuer Notes under the Issuer Pre-Enforcement Revenue Priority of
Payments. To the extent that on such Payment Date, amounts standing to
the credit of such sub-ledger are insufficient to pay such amounts,
the Issuer Cash Manager will apply amounts standing to the credit of
the Issuer Expense Sub-Ledger on such date (which are not otherwise
required to pay the amounts set forth in items [(A) to (D)] of the
Issuer Pre-Enforcement Revenue Priority of Payments or any shortfall
in any other sub-ledger of the Issuer Revenue Ledger (in respect of a
more senior Class of Issuer Notes) on such date). To the extent that
on such Payment Date, amounts standing to the credit of the Issuer
Expense Sub-Ledger that are applied in accordance with the previous
sentence are insufficient to meet such shortfall, then the Master
Issuer will apply amounts standing to the credit of the Issuer Reserve
Ledger on such date (which are not otherwise required to meet any
shortfall in the Issuer Expense Sub-Ledger or any other sub-ledger of
the Issuer Revenue Ledger (in respect of a more senior Class of Issuer
Notes) on such date and subject to the limits and conditions on the
purposes for which the Issuer Reserve Fund may be utilised) to meet
such shortfall.
Where, on a Payment Date, an amount standing to the credit of the
Issuer Reserve Ledger is applied to pay interest and other amounts due
in respect of a Series and Class of Issuer Notes under the Issuer
Pre-Enforcement Revenue Priority of Payments, then to the extent that,
on a following Payment Date in respect of such Series and Class of
Issuer Notes (and following payment of interest and other amounts due
in respect of such Series and Class of Issuer Notes), there remains an
amount credited to the sub-ledger to the Issuer Revenue Ledger in
respect of such Series and Class of Issuer Notes, the Issuer Cash
Manager will apply such amount towards the replenishment of the Issuer
Reserve Fund in accordance with item ([J]) above.
4. Distribution of Issuer Available Principal Receipts Prior to
Enforcement of the Issuer Security
Issuer Available Principal Receipts will be applied by the Issuer Cash
Manager on each Payment Date until enforcement of the Issuer Security
pursuant to the Issuer Deed of Charge or until such time as there are
no Issuer Secured Obligations outstanding, in making such payments and
provisions in the order of priority set out in the Issuer
Pre-Enforcement Principal Priority of Payments (in each case only if
and to the extent that payments or provisions of a higher priority
have been made in full) set out in Part 2 of Schedule 2 of the Issuer
Deed of Charge.
5. Use of Ledgers
The Issuer Cash Manager shall forthwith record monies received or
payments made by it on behalf of the Master Issuer in the ledgers in
the manner set out in this Agreement. If, at any time, the Issuer Cash
Manager is in any doubt as to which
27
ledger a particular amount should be credited or debited, it shall
consult with the Issuer Security Trustee thereon.
Except as provided in Clause 2.4(b) of the Issuer Bank Account
Agreement, a debit item shall only be made in respect of any of the
Issuer Ledgers, and the corresponding payment or transfer (if any) may
only be made from the Issuer Transaction Accounts, to the extent that
such entry does not cause the relevant ledger to have a debit balance.
6. Issuer Revenue Ledger
The Issuer Cash Manager shall ensure that:
(a) the following amounts shall be credited to the Issuer Revenue
Ledger:
(i) all interest fees and any other amount (not including
principal), if any, paid by Funding 2 to the Master
Issuer under the terms of the Global Intercompany Loan
Agreement;
(ii) all interest received by the Master Issuer in respect of
the Issuer Bank Accounts;
(iii) all amounts received by the Master Issuer representing
income on any Issuer Authorised Investments;
(iv) all revenue amounts (including any early termination
payment which is to be used to acquire, if necessary, a
new currency Swap) received by the Master Issuer under
the Issuer Swap Agreements;
(b) any payment or provision made under paragraph 3 of this
Schedule 2 shall be debited to the Issuer Revenue Ledger;
(c) the amounts received from Funding 2 in respect of items ([C]),
([S]), ([U]) and ([V]) of the Funding 2 Pre-Enforcement Revenue
Priority of Payments shall be credited to the Issuer Expense
Sub-Ledger; and
(d) the amounts received from Funding 2 in respect of interest due
on a Loan Tranche shall be credited to a sub-ledger (in respect
of a related Series and Class of Issuer Notes) to the Issuer
Revenue Ledger and payments of interest in respect of such
Series and Class of Issuer Notes by the Master Issuer shall be
debited to such sub-ledger.
7. Issuer Principal Ledger
The Issuer Cash Manager shall ensure that:
(a) all principal paid by Funding 2 to the Master Issuer under the
terms of the Global Intercompany Loan Agreement shall be
credited to the Issuer Principal Ledger;
(b) any payment or provision made under paragraph 4 of Schedule 2
of the Issuer Deed of Charge shall be debited to the Issuer
Principal Ledger; and
28
(c) the amounts of principal received from Funding 2 in respect of
a Loan Tranche shall be credited to a sub-ledger to the Issuer
Principal Ledger in respect of the Series and Class of Issuer
Notes which funded such Loan Tranche and repayments of
principal in respect of such Series and Class of Issuer Notes
by the Issuer or on its behalf shall be debited to such
sub-ledger.
8. Issuer Reserve Ledger
The Issuer Cash Manager shall ensure that:
(a) amounts advanced under the Issuer Start-Up Loan shall be
credited to the Issuer Reserve Ledger to fund it initially and
replenish it; and
(b) [amounts shall be credited to the Issuer Reserve Ledger to
replenish it in accordance with the Issuer Priority of
Payments.]
9. Records
The Issuer Cash Manager shall ensure that a separate record is kept of
any amount received from each of the Issuer Swap Providers pursuant to
each of the Issuer Swap Agreements.
10. Swap Collateral Ledger
In connection with Swap Collateral the Issuer Cash Manager shall
ensure that the appropriate debits and credits are made to the Swap
Collateral Ledger in accordance with Clause 4.8 (Swap Collateral).
11. Issuer Note Ledger
The Issuer Cash Manager shall ensure that:
The following amounts shall be debited on a sub-ledger to the Issuer
Note Ledger in respect of a Series and Class of Issuer Notes:
(a) all interest, fees and any other amount (not including
principal), if any, paid by the Master Issuer in respect of
such Series and Class of Issuer Notes under the terms and
conditions of such Series and Class of Issuer Notes; and
(b) all amounts of principal, if any, paid by the Master Issuer in
respect of such Series and Class of Issuer Notes under the
terms and conditions of such Series and Class of Issuer Notes.
The following amounts shall be credited on such sub-ledger
(a) the initial Principal Amount Outstanding of such Series and
Class of Issuer Notes; and
(b) all interest, fees and any other amounts incurred in respect of
such Series and Class of Issuer Notes under the terms and
conditions of such Series and Class of Issuer Notes.
29
[New form to be provided]
SCHEDULE 3
Form of Issuer Quarterly Report
Granite Mortgages 04-3 plc
Profit & Loss Account
Period Ended
This Quarter Prior Quarter
(GBP) 000's (GBP) 000's
Interest Receivable - Intercompany Loan
Interest Receivable - Cash
Deposits/Authorised Investments
-----------------------------
0 0
Interest Payable - Notes
Interest Payable
-----------------------------
0 0
Net Operating Income -----------------------------
0 0
Other Income
Operating Expenses
-----------------------------
Profit/loss on ordinary activities before tax 0 0
Taxation
Profit/loss on ordinary activities after tax -----------------------------
0 0
Dividend 0 0
Retained profit brought forward 0 0
30
-----------------------------
Retained profit for the year 0 0
=============================
31
Granite Mortgages 04-3 plc
Balance Sheet
Period Ended
(GBP) 000's (GBP) 000's
Fixed Asset Investments
Intercompany Lending 0
Current Assets
Interest Receivable 0
Other debtors 0
Cash at Bank 0
Current Issuer Transaction Account:
------------
0
------------
Creditors: Amounts falling due within one year
Accruals 0
Interest Payable Accrual 0
Taxation 0
------------
0
------------
Net current assets 0
Creditors: Amounts falling due after one year
Amount due to Noteholders 0
------------
Total Assets less current liabilities 0
============
Share Capital 0
Reserves 0
------------
0
============
32
Granite Mortgages 04-3 plc
Balance Sheet
Period Ended
Current Issuer Notes to Balance Sheet:
Principal Deficiency Ledger
Class A Principal Deficiency Sub Ledger
Opening PDL Balance
Losses this Quarter
Amount of PDL top-up
Closing PDL Balance
Class B Principal Deficiency Sub Ledger
Opening PDL Balance
Losses this Quarter
Amount of PDL top-up
Closing PDL Balance
Class M Principal Deficiency Sub Ledger
Opening PDL Balance
Losses this Quarter
Amount of PDL top-up
Closing PDL Balance
Class C Principal Deficiency Sub Ledger
Opening PDL Balance
Losses this Quarter
Amount of PDL top-up
Closing PDL Balance
33
Granite Mortgages 04-3 plc
Balance Sheet
Period Ended
Granite Mortgages 04-3 plc
Notes Outstanding
Period Ended
Series 1 Series 1 Series 1 Series 2 Series 2 Series 3 Series 3
Class A1 Class A2 Class A3 Class A1 Class A2 Class A1 Class A2
Xxxxx'x Current Rating
Fitch Ratings Current Rating
S&P Current Rating
Series 1 Series 2 Series 3
Class B Class B Class B
Xxxxx'x Current Rating
Fitch Ratings Current Rating
S&P Current Rating
Series 1 Series 2 Series 3
Class M Class M Class M
Xxxxx'x Current Rating
Fitch Ratings Current Rating
S&P Current Rating
Series 1 Series 2 Series 3
Class C Class C Class C
Xxxxx'x Current Rating
Fitch Ratings Current Rating
S&P Current Rating
Series 1 Series 1 Series 1 Series 2 Series 2 Series 3 Series 3
Class A1 Class A2 Class A3 Class A1 Class A2 Class A1 Class A2
Initial Note Balance
Previous Quarters Note Principal
Note Redemptions
Outstanding Note Principal
Series 1 Series 2 Series 3
Class B Class B Class B
Initial Note Balance
Previous Quarters Note Principal
Note Redemptions
Outstanding Note Principal
Series 1 Series 2 Series 3
Class M Class M Class M
Initial Note Balance
Previous Quarters Note Principal
Note Redemptions
Outstanding Note Principal
Series 1 Series 2 Series 3
Class C Class C Class C
Initial Note Balance
Previous Quarters Note Principal
Note Redemptions
Outstanding Note Principal
34
Granite Mortgages 04-3 plc
Balance Sheet
Period Ended
Series 1 Series 1 Series 1 Series 2 Series 2 Series 3 Series 3
Class A1 Class A2 Class A3 Class A1 Class A2 Class A1 Class A2
Note Interest Margins
Step Up Dates
Step Up Margins
Series 1 Series 2 Series 3
Class B Class B Class B
Note Interest Margins
Step Up Dates
Step Up Margins
Series 1 Series 2 Series 3
Class M Class M Class M
Note Interest Margins
Step Up Dates
Step Up Margins
Series 1 Series 2 Series 3
Class C Class C Class C
Note Interest Margins
Step Up Dates
Step Up Margins
Payment Cycle
Payment Date
Next Payment Date
Amount Credited to Principal
Deficiency Sub Ledger:
Current Quarter:
Aggregate:
35
SCHEDULE 4
Issuer Cash Manager Representations and Warranties
The Issuer Cash Manager makes the following representations and warranties to
each of the Master Issuer and the Issuer Security Trustee:
1. Status: It is a public limited company duly incorporated, validly
existing and registered under the laws of the jurisdiction in which it
is incorporated, capable of being sued in its own right and not
subject to any immunity from any proceedings, and it has the power to
own its property and assets and to carry on its business as it is
being conducted.
2. Powers and authority: It has the power to enter into, perform and
deliver, and has taken all necessary corporate and other action to
authorise the execution, delivery and performance by it of each of the
Transaction Documents to which it is or will be a party, and each such
Transaction Document has been duly executed and delivered by it.
3. Legal validity: Each Transaction Document to which it is or will be a
party constitutes or when executed in accordance with its terms will
constitute, a legal, valid and binding obligation.
4. Non-conflict: The execution by it of each of the Transaction Documents
to which it is a party and the exercise by it of its rights and the
performance of its obligations under such Transaction Documents will
not:
(a) conflict with any document which is binding upon it or any of
its assets;
(b) conflict with its constitutional documents; or
(c) conflict with any law, regulation or official or judicial order
of any government, governmental body or court, domestic or
foreign, having jurisdiction over it.
5. No litigation: It is not a party to any material litigation,
arbitration or administrative proceedings and, to its knowledge, no
material litigation, arbitration or administrative proceedings are
pending or threatened against it.
6. Consents and Licenses: All governmental consents, licences and other
approvals and authorisations required in connection with the entry
into, performance, validity and enforceability of, and the
transactions contemplated by, the Transaction Documents have been
obtained or effected (as appropriate) and are in full force and
effect.
7. Solvency: No Insolvency Event has occurred in respect of the Issuer
Cash Manager, and the Issuer Cash Manager is not insolvent.
8. Financial Statements: The most recent financial statements of the
Issuer Cash Manager:
36
(a) were prepared in accordance with accounting principles
generally accepted in England and Wales consistently applied;
(b) disclose all liabilities (contingent or otherwise) and all
unrealised and or anticipated losses of the Issuer Cash
Manager; and
(c) save as disclosed therein, give a true and fair view of the
financial condition and operations of the Issuer Cash Manager
during the relevant financial year.
9. No Adverse Change: Since the date as of which the most recent
financial statements of the Issuer Cash Manager were stated to be
prepared, there has been:
(a) no significant change in the financial position of the Issuer
Cash Manager; and
(b) no material adverse change in the financial position or
prospects of the Issuer Cash Manager.
10. Ranking of Claims
Under the laws of England and Wales in force as at the date of making
this representation, claims against the Issuer Cash Manager under the
Transaction Documents will rank at least pari passu with the claims of
all its other unsecured and unsubordinated creditors, save those whose
claims are preferred solely by any bankruptcy, liquidation or other
similar laws of general application.
11. Information in Prospectus and Offering Circular:
All information in the Prospectus and the Offering Circular with
regard to the Issuer Cash Manager is true and accurate in all material
respects and not misleading in any material respect.
The Issuer Cash Manager has made all proper inquiries to ascertain and to
verify the foregoing.
37
EXECUTION PAGE
The Issuer Cash Manager
Executed by
NORTHERN ROCK PLC
as follows: By
Signed for and on its behalf by one of its --------------------------------------
duly authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
--------------------------------------
The Master Issuer
Executed by
GRANITE MASTER ISSUER PLC
as follows: By
Signed for and on its behalf by one of its --------------------------------------
duly authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
--------------------------------------
The Issuer Security Trustee
Executed by
THE BANK OF NEW YORK
as follows: By
Signed for and on its behalf by one of its --------------------------------------
duly authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
--------------------------------------
38
