EXECUTION VERSION
DATED 21 MAY 2003
GRANITE MORTGAGES 03-2 PLC
as Current Issuer
NORTHERN ROCK PLC
as Current Issuer Cash Manager
CITIBANK, N.A.
as Current Issuer Account Bank
- AND -
THE BANK OF NEW YORK
as Note Trustee
______________________________________________________
ISSUER BANK ACCOUNT AGREEMENT
______________________________________________________
SIDLEY XXXXXX XXXXX & XXXX
0 XXXXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
UK:30507-17/590747V3
CONTENTS
CLAUS PAGE NO.
1. Definitions and Interpretation...........................................1
2. The Current Issuer Transaction Accounts..................................1
3. Payments.................................................................3
4. Mandates and Statements..................................................3
5. Acknowledgement by the Current Issuer Account Bank.......................4
6. Certification, Indemnity and Enforcement Notice..........................5
7. Change of Note Trustee or Current Issuer Account Bank....................7
8. Termination..............................................................7
9. Further Assurance.......................................................10
10. Confidentiality.......................................................10
11. Costs.................................................................11
12. Notices...............................................................11
13. Interest..............................................................12
14. Withholding...........................................................12
15. Tax Status............................................................13
16. Entire Agreement......................................................13
17. Variation and Waiver..................................................13
18. Assignment............................................................13
19. The Note Trustee......................................................14
20. Exclusion of Third Party Rights.......................................14
21. Counterparts..........................................................14
22. Governing Law and Jurisdiction; Appropriate Forum.....................14
SCHEDULE 1 Forms of Mandates...............................................16
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THIS AGREEMENT is made on 21 May 2003
BETWEEN:
(1) GRANITE MORTGAGES 03-2 PLC (registered number 4684567), 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 Current
Issuer;
(2) NORTHERN ROCK PLC (registered number 03273685), a public limited company
incorporated under the laws of England and Wales whose registered office
is at Northern Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX, in its
capacity as Current Issuer Cash Manager;
(3) CITIBANK, N.A., acting through its office at 0 Xxxxxxxxx Xxxxxx Xxxxxx
XX0X 0XX in its capacity as Current Issuer Account Bank; and
(4) THE BANK OF NEW YORK, whose principal office is at 00xx Xxxxx, Xxx Xxxxxx
Xxxxxx, Xxxxxx X00 0XX in its capacity as Note Trustee.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 The provisions of:
(a) the Master Definitions Schedule as amended and restated by (and
appearing in Appendix 1 to) the Master Definitions Schedule Fifth
Amendment Deed made on 21 May 2003 between, among others, the
Seller, Funding and the Mortgages Trustee, and
(b) the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Xxxxxx Xxxxx & Xxxx and Xxxxx & Xxxxx on
21 May 2003,
(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 Master Definitions Schedule.
2. THE CURRENT ISSUER TRANSACTION ACCOUNTS
2.1 INSTRUCTIONS FROM CURRENT ISSUER CASH MANAGER TO CURRENT ISSUER ACCOUNT
BANK: Subject to Clause 2.4 (No Negative Balance) and Clause 6.4
(Consequences of an Intercompany Loan Enforcement Notice or a Current
Issuer Note Enforcement Notice), the Current Issuer Account Bank shall
comply with any direction of the Current Issuer Cash Manager to effect a
payment by debiting the Current Issuer Sterling Account or the Current
Issuer Dollar Account or the Current Issuer Euro Account provided that
such direction from the Current Issuer Cash Manager complies with the
account mandate of the Current Issuer for the Current Issuer
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Sterling Account and/or the account mandate of the Current Issuer for the
Current Issuer Dollar Account and/or the account mandate of the Current
Issuer for the Current Issuer Euro Account, as applicable (together, the
"CURRENT ISSUER TRANSACTION ACCOUNT MANDATES" or the "MANDATES", and each
a "CURRENT ISSUER TRANSACTION MANDATE" or a "MANDATE").
The Current Issuer Account Bank shall be entitled to rely on any
direction given in writing which, in its opinion (acting reasonably and
in good faith), purports to be given by any Authorised Signatory referred
to in the relevant Current Issuer Transaction Account Mandate, from time
to time and in respect of which the person giving the direction quotes a
code reference notified in writing by the Current Issuer Cash Manager
from time to time to the Current Issuer Account Bank.
2.2 TIMING OF PAYMENT: Without prejudice to the provisions of Clause 3.2
(Confirmation of Payment Instructions), the Current Issuer Account Bank
agrees that if directed pursuant to Clause 2.1 (Instructions from Current
Issuer Cash Manager to Current Issuer Account Bank) to make any payment
on any date other than a Payment Date or Interest Payment Date (to which
the provisions of Clause 3.1 (Instructions from the Cash Current Issuer
Manager) shall apply), then, subject to Clauses 2.4 (No Negative Balance)
and 6.4 (Consequences of an Intercompany Loan Enforcement Notice or a
Current Issuer Note Enforcement Notice) below, it will do so prior to
close of business on the London Business Day on which such direction is
received and for value that day; provided that, if any direction is
received later than 12:00 p.m. (London time) on any London Business Day,
the Current Issuer Account Bank shall make such payment at the
commencement of business on the following London Business Day for value
that day.
2.3 CURRENT ISSUER ACCOUNT BANK CHARGES: The charges of the Current Issuer
Account Bank for the operation of a Current Issuer Transaction Account
shall be debited to that Current Issuer Transaction Account only on the
first day of each month (or, if such day is not a London Business Day,
the next succeeding London Business Day) in accordance with the order of
priority set out in the Current Issuer Cash Management Agreement, or
following enforcement of the Current Issuer Security, the Current Issuer
Deed of Charge, and the Current Issuer by its execution hereof
irrevocably agrees that this shall be done. The charges shall be payable
at the same rates as are generally applicable to the business customers
of the Current Issuer Account Bank provided that, subject to Clause 8.6
(Termination by Current Issuer Account Bank), if there are insufficient
funds standing to the credit of the applicable Current Issuer Transaction
Account, to pay such charges the Current Issuer Account Bank shall not be
relieved of its obligations in respect of the relevant account.
2.4 NO NEGATIVE BALANCE: Notwithstanding the provisions of Clause 2.1
(Instructions from Current Issuer Cash Manager to Current Issuer Account
Bank) and Clause 2.3 (Current Issuer Account Bank Charges) amounts shall
only be withdrawn from a Current Issuer Transaction Account, to the
extent that such withdrawal does not cause the relevant account to have a
negative balance.
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3. PAYMENTS
3.1 INSTRUCTIONS FROM THE CURRENT ISSUER CASH MANAGER:
(a) The Current Issuer Cash Manager shall, no later than 11.00 a.m.
(London time) on the second London Business Day prior to the
Payment Date or Interest Payment Date upon which any payment is due
to be made from any Current Issuer Transaction Account (including
the payments due to be made on each Payment Date or Interest
Payment Date), submit to the Current Issuer Account Bank
instructions in compliance with the relevant Mandates as to the
payments to be made out of the relevant account on such date.
(b) The Current Issuer Account Bank shall comply with such instructions
and shall effect the payments specified therein not later than the
time specified for payment thereof (provided that the Current
Issuer Account Bank shall not have any liability to any person if
it fails to effect timely payment by reason of strike, computer
failure, power cut or other matters beyond its control) on the
relevant date if the instructions comply with the relevant Current
Issuer Transaction Account Mandate.
3.2 CONFIRMATION OF PAYMENT INSTRUCTIONS: The Current Issuer Account Bank
agrees that it will, not later than 12:00 p.m. (London time) on the
second London Business Day prior to (a) the date upon which any payment
is due to be made from any Current Issuer Transaction Account and (b)
each Payment Date or Interest Payment Date, confirm to the Current Issuer
Cash Manager (provided that such is the case) that it has received
irrevocable instructions to effect payment on the relevant date or
Payment Date or Interest Payment Date, as applicable, and specifying the
amount of the payment to be made and that, subject to receipt of funds,
it will effect such payment on or before the relevant date or Payment
Date or Interest Payment Date, as applicable.
4. MANDATES AND STATEMENTS
4.1 SIGNING AND DELIVERY OF MANDATES: The Current Issuer hereby confirms
that it has delivered to the Current Issuer Account Bank prior to the
Closing Date the Current Issuer Transaction Account Mandates in the forms
set out in SCHEDULE 1 hereto duly executed and relating to each of the
Current Issuer Transaction Accounts, respectively, and the Current Issuer
Account Bank hereby confirms to the Note Trustee that the Current Issuer
Transaction Account Mandates have been provided to it, that each of the
Current Issuer Transaction Accounts is open and that the Current Issuer
Transaction Account Mandates are operative.
4.2 AMENDMENT OR REVOCATION: The Current Issuer Account Bank agrees that it
shall notify the Note Trustee as soon as is reasonably practicable if it
receives any amendment or revocation of a Current Issuer Transaction
Account Mandate that it holds (other than a change of Authorised
Signatory) and shall require the consent of the Note Trustee to any such
amendment or revocation (other than a change of Authorised Signatory)
provided, however, that unless such Current Issuer Transaction Account
Mandate is revoked, the Current Issuer Account Bank may continue to
comply with the relevant amended Current Issuer Transaction
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Account Mandate unless it receives notice in writing from the Note Trustee
to the effect that a Current Issuer Note Enforcement Notice has been
served or that the appointment of Northern Rock plc as Current Issuer Cash
Manager under the Current Issuer Cash Management Agreement has been
terminated.
4.3 STATEMENTS: The Current Issuer Account Bank shall submit monthly written
statements to the Current Issuer Cash Manager and, upon request, the
Current Issuer and the Note Trustee setting out the amounts standing to
the credit of each of the Current Issuer Transaction Accounts at the
close of business on the London Business Day immediately preceding the
date of each such statement within three London Business Days of the
statement date.
5. ACKNOWLEDGEMENT BY THE CURRENT ISSUER ACCOUNT BANK
5.1 RESTRICTION ON RIGHTS: Notwithstanding anything to the contrary in the
Mandates:
(a) the Current Issuer Account Bank hereby waives any right it has or
may hereafter acquire to combine, consolidate or merge any Current
Issuer Transaction Account with any other account of the Current
Issuer Cash Manager, the Current Issuer (including, but not limited
to, each other Current Issuer Transaction Account), the Mortgages
Trustee, Funding, the Seller, the Note Trustee or any other person
or with any liabilities of the Current Issuer Cash Manager, the
Current Issuer, the Mortgages Trustee, Funding, the Current Issuer,
the Seller, the Note Trustee or any other person;
(b) the Current Issuer Account Bank hereby agrees that it may not
exercise any lien or to the extent permitted by law any set-off or
transfer any sum standing to the credit of or to be credited to any
Current Issuer Transaction Account in or towards satisfaction of
any liabilities to it of the Current Issuer Cash Manager, the
Current Issuer, the Mortgages Trustee, Funding, the Seller, the
Note Trustee or any other person;
(c) each of the parties hereto hereby agrees that it shall not
institute against the Current Issuer any winding-up,
administration, insolvency or similar proceedings in any
jurisdiction for so long as any sum is outstanding under any
Current Issuer Notes and for two years plus one day since the last
day on which any such sum was outstanding provided that the Note
Trustee may prove or lodge a claim in the event of a liquidation
initiated by any other person;
(d) each of the parties hereto hereby agrees that only the Note Trustee
may enforce the security created in favour of the Note Trustee
under the Current Issuer Deed of Charge in accordance with the
provisions thereof;
(e) each of the parties hereto hereby agrees that notwithstanding any
other provision of this Agreement or any other Current Issuer
Transaction Document, no sum due or owing to any party to this
Agreement from or by the Current Issuer under this Agreement shall
be payable by the Current Issuer except to the extent that the
Current Issuer has sufficient funds available or (following
enforcement of the Current Issuer Security) the Note Trustee has
realised sufficient funds from the Current Issuer
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Security to pay such sum subject to and in accordance with the
relevant Current Issuer Priority of Payments and provided that all
liabilities of the Current Issuer required to be paid in priority
thereto or pari passu therewith pursuant to such Current Issuer
Priority of Payments have been paid, discharged and/or otherwise
provided for in full;
(f) each of the parties hereto hereby agrees that it shall not take any
steps for the purpose of recovering any amount payable by the
Current Issuer or enforcing any rights arising out of this
Agreement against the Current Issuer otherwise than in accordance
with the Current Issuer Deed of Charge;
(g) the Current Issuer Account Bank hereby agrees that it will notify
the Current Issuer Cash Manager, the Current Issuer and the Note
Trustee if compliance with any instruction would cause any Current
Issuer Transaction Account to have a negative balance, such
notification to be given on the same London Business Day it
determines that compliance with such instruction would cause any
such account to have a negative balance; and
(h) the Current Issuer Account Bank hereby acknowledges that the
Current Issuer has, pursuant to the Current Issuer Deed of Charge,
inter alia, assigned by way of security all its rights, title,
interest and benefit, present and future, in and to, all sums from
time to time standing to the credit of each Current Issuer
Transaction Account and all of its rights under this Agreement to
the Note Trustee.
The provisions of Clause 6 of the Current Issuer Deed of Charge shall
prevail in the event that and to the extent that they conflict with the
provision of this Clause 5.1.
5.2 NOTICE OF ASSIGNMENT AND ACKNOWLEDGEMENT: By its execution of the Current
Issuer Deed of Charge, the Current Issuer Account Bank acknowledges and
consents to the assignments, charges and Security Interests (including
the Jersey Security Interests) made or granted by the Current Issuer
under Clause 3 (Current Issuer Security) of such Current Issuer Deed of
Charge.
5.3 MONTHLY STATEMENTS: Unless and until directed otherwise by the Note
Trustee, the Current Issuer Account Bank shall provide each of the
Current Issuer Cash Manager and, upon request, the Current Issuer and
the Note Trustee with a statement in respect of each Current Issuer
Transaction Account automatically on a monthly basis in accordance with
Clause 4.3 (Statements) and also as soon as reasonably practicable after
receipt of a request for a statement. The Current Issuer Account Bank is
hereby authorised by the Current Issuer to provide statements in respect
of each Current Issuer Transaction Account to the Current Issuer Cash
Manager and the Note Trustee.
6. CERTIFICATION, INDEMNITY AND ENFORCEMENT NOTICE
6.1 CURRENT ISSUER ACCOUNT BANK TO COMPLY WITH CURRENT ISSUER CASH MANAGER'S
INSTRUCTIONS: Unless otherwise directed by the Security Trustee or the
Note Trustee pursuant
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to Clause 6.4 (Consequences of an Intercompany Loan Enforcement Notice or
a Current Issuer Note Enforcement Notice), in making any transfer or
payment from any Current Issuer Transaction Account in accordance with
this Agreement, the Current Issuer Account Bank shall be entitled to act
as directed by the Current Issuer Cash Manager pursuant to Clauses 2.1
(Instructions from Current Issuer Cash Manager to Current Issuer Account
Bank ), 2.2 (Timing of Payment) and 3 (Payments), and to rely as to the
amount of any such transfer or payment on the Current Issuer Cash
Manager's instructions in accordance with the relevant Current Issuer
Transaction Account Mandate, and the Current Issuer Account Bank shall
have no liability to the Current Issuer Cash Manager, the Current Issuer
or the Note Trustee except in the case of its wilful default or
negligence.
6.2 CURRENT ISSUER'S INDEMNITY: The Current Issuer shall indemnify the
Current Issuer Account Bank to the extent of funds available with respect
to Current Issuer Available Revenue Receipts (1) prior to enforcement of
the Current Issuer Security subject to the order of priority set out in
the Current Issuer Cash Management Agreement, or (2) following
enforcement of the Current Issuer Security, subject to the order of
priority set out in the Current Issuer Deed of Charge, against any loss,
cost, damage, charge or expense incurred by it in complying with any
instruction delivered pursuant to and in accordance with this Agreement,
save that this indemnity shall not extend to:
(a) the charges of the Current Issuer Account Bank (if any) for the
operation of the Current Issuer Transaction Accounts other than as
provided in this Agreement; and
(b) any loss, cost, damage, charge or expense arising from any breach by
the Current Issuer Account Bank of its obligations under this
Agreement.
No termination of this Agreement shall affect the obligations created by
this Clause 6.2.
6.3 NO LIABILITY FOR CONSEQUENTIAL LOSS: The Current Issuer Account Bank
shall not, in any event, be liable to the Current Issuer or to any other
party to the Current Issuer Transaction Documents for any special,
indirect, punitive or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), whether or not foreseeable
and in each case however caused or arising.
6.4 CONSEQUENCES OF AN INTERCOMPANY LOAN ENFORCEMENT NOTICE OR A CURRENT
ISSUER NOTE ENFORCEMENT NOTICE: The Current Issuer Account Bank
acknowledges that, if it receives notice in writing from (a)(i) the
Security Trustee to the effect that the Security Trustee has served an
Intercompany Loan Enforcement Notice or (ii) the Note Trustee that the
Note Trustee has served a Current Issuer Note Enforcement Notice or (b)
the Current Issuer and/or the Note Trustee that the appointment of
Northern Rock plc as Current Issuer Cash Manager under the Current Issuer
Cash Management Agreement has been terminated (but without prejudice to
Clause 6.1 (Current Issuer Account Bank to Comply with Current Issuer
Cash Manager's Instructions) above) all right, authority and power of the
Current Issuer Cash Manager in respect of the Current Issuer Transaction
Accounts shall be terminated and be of no further effect and the Current
Issuer Account Bank agrees that it shall, upon receipt of such notice
from the Security Trustee, the Current Issuer or the Note Trustee, as the
case may be,
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comply with the directions of the Security Trustee or the Note Trustee, as
the case may be, or any successor cash manager appointed by the Security
Trustee or the Note Trustee, as the case may be (subject to such successor
cash manager having entered into an agreement with that Current Issuer
Account Bank on substantially the same terms as this Agreement) in
relation to the operation of the Current Issuer Transaction Accounts.
7. CHANGE OF NOTE TRUSTEE OR CURRENT ISSUER ACCOUNT BANK
7.1 CHANGE OF NOTE TRUSTEE: In the event that there is any change in the
identity of the Note Trustee or an additional Note Trustee is appointed
in accordance with the Current Issuer Deed of Charge, the existing Note
Trustee or the retiring Note Trustee, the Current Issuer Cash Manager,
the Current Issuer and the Current Issuer Account Bank shall execute such
documents and take such actions as the new Note Trustee and the retiring
Note Trustee or, as the case may be, the existing Note Trustee shall
agree are reasonably necessary for the purpose of vesting in such new
Note Trustee the rights, benefits and obligations of the Note Trustee
under this Agreement and releasing the retiring Note Trustee from its
future obligations hereunder. It is acknowledged that a trust
corporation may be appointed as sole trustee and in the event that there
are one or more Note Trustees, at least one of such Note Trustees shall
be a trust corporation.
7.2 CHANGE OF CURRENT ISSUER ACCOUNT BANK: If there is any change in the
identity of the Current Issuer Account Bank, the Current Issuer Cash
Manager, the Current Issuer and the Note Trustee shall execute such
documents and take such actions as the new Current Issuer Account Bank
and the outgoing Current Issuer Account Bank and the Note Trustee may
require for the purpose of vesting in the new Current Issuer Account Bank
the rights and obligations of the outgoing Current Issuer Account Bank
and releasing the outgoing Current Issuer Account Bank from its future
obligations under this Agreement.
8. TERMINATION
8.1 TERMINATION EVENTS: The Current Issuer Cash Manager or the Current
Issuer:
(i) may (with the prior written consent of the Note Trustee)
terminate this Agreement in the event that the matters
specified in paragraphs (a) or (f) below occur; and
(ii) shall (with the prior written consent of the Note Trustee)
terminate this agreement in the event that any of the
matters specified in paragraphs (b) to (e) (inclusive) below
occur,
in each case by serving a written notice of termination on the Current
Issuer Account Bank in any of the following circumstances:
(a) if a deduction or withholding for or on account of any Tax is
imposed, or it appears likely that such a deduction or withholding
will be imposed, in respect of the interest payable on the Current
Issuer Sterling Account, the Current Issuer Dollar Account or the
Current Issuer Euro Account, as applicable; or
7
(b) if the short-term, unguaranteed and unsubordinated debt obligations
of the Current Issuer Account Bank falls below a rating of A-1+ by
S&P, P-1 by Xxxxx'x or F1+ by Fitch, respectively; or
(c) if the Current Issuer Account Bank, otherwise than for the purposes
of such amalgamation or reconstruction as is referred to in
paragraph (d) below, ceases or, through an authorised action of the
board of directors of the Current Issuer Account Bank, threatens to
cease to carry on all or substantially all of its business or is
deemed unable to pay its debts as and when they fall due within the
meaning of Section 123(1) and 123(2) of the Insolvency Xxx 0000 (as
that Section may be amended modified or re-enacted) or ceases to be
an authorised institution under the Financial Services and Markets
Xxx 0000; or
(d) if an order is made or an effective resolution is passed for the
winding-up of the Current Issuer Account Bank except a winding-up
for the purposes of or pursuant to an amalgamation or
reconstruction the terms of which have previously been approved by
the Note Trustee in writing (such approval not to be unreasonably
withheld or delayed); or
(e) if proceedings are initiated against the Current Issuer Account
Bank under any applicable liquidation, insolvency, bankruptcy,
composition, reorganisation (other than a reorganisation where the
Current Issuer Account Bank is solvent) or other similar laws
(including, but not limited to, presentation of a petition for an
administration order) and (except in the case of presentation of
petition for an administration order) such proceedings are not, in
the reasonable opinion of the Note Trustee, being disputed in good
faith with a reasonable prospect of success or an administration
order is granted or an administrative receiver or other receiver,
liquidator, trustee in sequestration or other similar official is
appointed in relation to the Current Issuer Account Bank or in
relation to the whole or any substantial part of the undertaking or
assets of the Current Issuer Account Bank, or an encumbrancer takes
possession of the whole or any substantial part of the undertaking
or assets of the Current Issuer Account Bank, or a distress,
execution or diligence or other process is levied or enforced upon
or sued out against the whole or any substantial part of the
undertaking or assets of the Current Issuer Account Bank and such
possession or process (as the case may be) is not discharged or
otherwise ceases to apply within 30 days of its commencement, or
the Current Issuer Account Bank initiates or consents to judicial
proceedings relating to itself under applicable liquidation,
insolvency, bankruptcy, composition, reorganisation or other
similar laws or makes a conveyance or assignment or assignation for
the benefit of its creditors generally; or
(f) if the Current Issuer Account Bank fails to perform any of its
obligations under this Agreement and such failure remains
unremedied for three London Business Days after the Current Issuer
Cash Manager or the Note Trustee has given notice of such failure.
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8.2 TERMINATION OPTION: The Current Issuer may terminate the appointment of
the Current Issuer Account Bank upon a breach by the Current Issuer
Account Bank of its obligations under this Agreement or the Current
Issuer Deed of Charge, by giving one month's prior written notice to the
Current Issuer Account Bank (with a copy to the Note Trustee), provided
that:
(a) such termination shall not be effective until a replacement
financial institution or institutions (with a short-term,
unguaranteed and unsubordinated debt obligation rating of at least
A-1+ (in the case of S&P), P-1 (in the case of Moody's) and F1+ (in
the case of Fitch)) shall have entered into an agreement in form
and substance similar to this Agreement; and
(b) such termination would not adversely affect the then current
ratings of the Current Issuer Notes.
The Current Issuer Cash Manager and the Current Issuer shall use
reasonable endeavours to agree such terms with such a replacement
financial institution or institutions within 30 days of the date of the
notice. In the event of such termination the Current Issuer Account Bank
shall assist the other parties hereto to effect an orderly transition of
the banking arrangements documented hereby and the Current Issuer shall
reimburse the Current Issuer Account Bank for its reasonable costs and
any amounts in respect of Irrecoverable VAT thereon (including reasonable
costs and expenses) incurred during the period of, and until completion
of, such transition.
8.3 NOTIFICATION OF TERMINATION EVENT: Each of the Current Issuer, the
Current Issuer Cash Manager and the Current Issuer Account Bank
undertakes and agrees to notify the Note Trustee of any event which would
or could entitle the Note Trustee to serve a notice of termination
pursuant to Clause 8.4 (Termination by Note Trustee) promptly upon
becoming aware thereof.
8.4 TERMINATION BY NOTE TRUSTEE: In addition, prior to the service of an
Intercompany Loan Enforcement Notice or a Current Issuer Note Enforcement
Notice, the Note Trustee may terminate this Agreement and close the
Current Issuer Transaction Accounts by serving a notice of termination if
any of the events specified in Clause 8.1(a) to (f) (inclusive)
(Termination Events) of this Agreement occurs in relation to the Current
Issuer Account Bank. Following the service of an Intercompany Loan
Enforcement Notice or a Current Issuer Note Enforcement Notice, the Note
Trustee may serve a notice of termination at any time.
8.5 AUTOMATIC TERMINATION: This Agreement shall automatically terminate (if
not terminated earlier pursuant to this Clause 8) on the date falling 90
days after all Current Issuer Secured Obligations have been irrevocably
discharged in full.
8.6 TERMINATION BY CURRENT ISSUER ACCOUNT BANK: The Current Issuer Account
Bank may terminate this Agreement and cease to operate the Current Issuer
Transaction Accounts at any time:
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(a) on giving not less than six months prior written notice thereof
ending on any London Business Day which does not fall on either a
Payment Date or Interest Payment Date or less than 10 London
Business Days before a Payment Date or Interest Payment Date or to
each of the other parties hereto without assigning any reason
therefor; and
(b) on giving not less than three months' prior written notice thereof
ending on any London Business Day which does not fall on either a
Payment Date or Interest Payment Date or less than 10 London
Business Days before a Payment Date or Interest Payment Date to
each of the other parties hereto, if the Current Issuer Account
Bank shall have demanded payment of its due charges or any interest
and the same shall have remained unpaid for a period of two months,
provided that if the relevant amounts have been paid on or before
the date six weeks after the date of delivery of such notice the
notice shall have no effect,
provided that such termination shall not take effect:
(i) until a replacement financial institution or institutions (with a
short-term, unguaranteed and unsubordinated debt obligation rating
of at least A-1+ (in the case of S&P), P-1 (in the case of
Moody's) and F1+ (in the case of Fitch)) shall have entered into
an agreement in form and substance similar to this Agreement; and
(ii) if the then current ratings of the Current Issuer Notes would be
adversely affected thereby.
In the event of such termination and cessation, the Current Issuer
Account Bank shall assist the other parties hereto to effect an orderly
transition of the banking arrangements documented hereby.
9. FURTHER ASSURANCE
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 reasonably desirable to give full effect to the arrangements
contemplated by this Agreement.
10. CONFIDENTIALITY
None of the parties hereto shall during the term of this Agreement or
after its termination disclose to any person whatsoever (except as
provided herein or in any of the Current Issuer Transaction Documents to
which it is a party or with the authority of the other parties hereto or
so far as may be necessary for the proper performance of its obligations
hereunder or unless required by law or any applicable stock exchange
requirement or any governmental or regulatory authority or ordered to do
so by a court of competent jurisdiction or by the Inland Revenue or the
Commissioners of Customs and Excise or the Bank of England or the
Financial Services Authority) any information relating to the business,
finances or other matters of a confidential nature of any other party
hereto of which it may in the course of its duties hereunder have become
possessed and each of the parties hereto shall use all reasonable
endeavours to prevent any such disclosure.
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11. COSTS
The Current Issuer agrees to pay, in accordance with the Current Issuer
Priority of Payments, the reasonable costs and any amounts in respect of
Irrecoverable VAT thereon (including reasonable legal costs and expenses)
of the Current Issuer Account Bank in connection with the negotiation of
this Agreement and the establishment of each Current Issuer Transaction
Account and the negotiation and execution of any further documents and
the taking of any further action to be executed or taken pursuant to
Clauses 7 (Change of Note Trustee or Current Issuer Account Bank), 8.1(a)
(Termination Events), 8.5 (Automatic Termination) and 8.6 (Termination by
Current Issuer Account Bank) and 9 (Further Assurance), except any costs
incurred by the Current Issuer Account Bank directly arising from the
termination by it pursuant to Clause 8.6(a) (Termination by Current
Issuer Account Bank) of the banking arrangements granted under this
Agreement.
12. NOTICES
12.1 Any notices to be given pursuant to this Agreement to any of the parties
hereto shall be sufficiently served if sent by prepaid first class post,
by hand or facsimile transmission and shall be deemed to be given (in the
case of facsimile transmission) when despatched, (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 on a day which is not a London Business Day 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 Current Issuer Cash Manager 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;
(b) in the case of the Current Issuer, to Granite Mortgages 03-2 plc
x/x Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile number
020 7606 0643) for 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 Note Trustee, to The Bank of New York, 00xx
Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX for the attention of
Global Structured Finance (Corporate Trust), (facsimile number 0207
964 6061 / 0207 964 6399);
(d) in the case of the Current Issuer Account Bank, to Citibank, N.A.,
0 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile number 0207 508
3883) for the attention of Specialised Agency;
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
to the others by written notice in accordance with the provisions of this
Clause 12.
11
12.2 Notwithstanding the provisions of Clause 12.1 (Notices), irrevocable
instructions to the Current Issuer Account Bank to effect payment on any
date will not be deemed to have been received unless and until actual
receipt of such instructions in legible form by the Current Issuer
Account Bank.
12.3 The Current Issuer Account Bank covenants and undertakes that, upon
receipt of any such payment instructions in an illegible form, it will
immediately notify the party from whom such payment instructions were
received.
13. INTEREST
13.1 The Current Issuer Account Bank shall pay in the case of the Current
Issuer Sterling Account on the first London Business Day of each month
(or if such day is not a London Business Day on the next succeeding
London Business Day) in respect of the preceding month, interest at the
overnight deposit rate of the Current Issuer Account Bank specified as
its "Core Rate" on any cleared credit balances in such Current Issuer
Sterling Account.
13.2 The Current Issuer Account Bank shall pay in the case of the Current
Issuer Dollar Account on the first London Business Day of each month (or
if such day is not a London Business Day on the next succeeding London
Business Day) in respect of the preceding month, interest at the
overnight deposit rate of the Current Issuer Account Bank specified as
its "Core Rate" on any cleared credit balances in such Current Issuer
Dollar Account.
13.3 The Current Issuer Account Bank shall pay in the case of the Current
Issuer Euro Account on the first London Business Day of each month (or if
such day is not a London Business Day on the next succeeding London
Business Day) in respect of the preceding month, interest at the EONIA
Rate (being the rate as calculated by the European Central Bank and
appearing on the DOW Xxxxx/Telerate Monitor at Telerate Page No. 247)
less 0.75 per cent per annum on any cleared balances in such Current
Issuer Euro Account.
14. WITHHOLDING
All payments by the Current Issuer Account Bank under this Agreement
shall be made in full without any deduction or withholding (whether in
respect of set-off, counterclaim, duties, Taxes, charges or otherwise
whatsoever) unless the deduction or withholding is required by law, in
which event the Current Issuer Account Bank shall:
(a) ensure that the deduction or withholding does not exceed the
minimum amount legally required;
(b) pay to the relevant taxation or other authorities within the period
for payment permitted by applicable law the full amount of the
deduction or withholding;
(c) furnish to the Current Issuer or the Note Trustee (as the case may
be) within the period for payment permitted by the relevant law,
either:
12
(i) an official receipt of the relevant taxation authorities
involved in respect of all amounts so deducted or withheld;
or
(ii) if such receipts are not issued by the taxation authorities
concerned on payment to them of amounts so deducted or
withheld, a certificate of deduction or equivalent evidence
of the relevant deduction or withholding; and
(d) account to the Current Issuer in full by credit to the applicable
Current Issuer Transaction Account of an amount equal to the amount
of any rebate, repayment or reimbursement of any deduction or
withholding which the Current Issuer Account Bank has made pursuant
to this Clause 14 and which is subsequently received by the Current
Issuer Account Bank.
15. TAX STATUS
15.1 The Current Issuer Account Bank is a bank for the purposes of section 349
of the Income and Corporation Xxxxx Xxx 0000, is entering into this
Agreement in the ordinary course of its business, will pay interest
pursuant hereto in the ordinary course of such business, will bring into
account payments (other than deposits) made under this Agreement in
computing its income for United Kingdom Tax purposes and will not cease
to be or to do so otherwise than as a result of the introduction of,
change in, or change in the interpretation, administration or application
of, any law or regulation or any practice or concession of the United
Kingdom Inland Revenue occurring after the date of this Agreement.
15.2 The Current Issuer Account Bank will procure that any of its successors
or assigns will provide the same representation as to its Tax status as
is provided by the Current Issuer Account Bank in Clause 15.1 (Tax
Status) above.
16. ENTIRE AGREEMENT
This Agreement and the schedules together constitute the entire agreement
and understanding between the parties in relation to the subject matter
hereof and cancel and replace any other agreement or understanding in
relation thereto.
17. VARIATION AND WAIVER
No variation, waiver or novation of this Agreement or any provision(s) of
this Agreement shall be effective unless it is in writing and executed by
(or by some person duly authorised by) each of the parties. No single or
partial exercise of, or failure or delay in exercising, any right under
this Agreement shall constitute a waiver or preclude any other or further
exercise of that or any other right.
18. ASSIGNMENT
Subject as provided in or contemplated by Clauses 5.1(f) (Restriction on
Rights) and 7.2 (Change of Current Issuer Account Bank):
13
(a) the Current Issuer Account Bank may not assign or transfer any of
its rights or obligations hereunder without the prior written
consent of the Current Issuer and the Note Trustee;
(b) other than its assignments made under the Current Issuer Deed of
Charge, the Current Issuer may not assign or transfer any of its
rights or obligations hereunder without the prior written consent
of the Current Issuer Account Bank and the Note Trustee; and
(c) the Current Issuer Account Bank may not act through any other
branch other than the branch specified on page 1 of this Agreement
without the prior written consent of the Current Issuer and the
Note Trustee (such consent not to be unreasonably withheld).
19. THE NOTE TRUSTEE
The Note Trustee has agreed to become a party to this Agreement for the
better preservation and enforcement of its rights under this Agreement
but shall have no responsibility for any of the obligations of, nor
assume any liabilities to, the Current Issuer Cash Manager, the Current
Issuer Account Bank or the Current Issuer hereunder. Furthermore, any
liberty or power which may be exercised or any determination which may be
made hereunder by the Note Trustee may be exercised or made in the Note
Trustee's absolute discretion without any obligation to give reasons
therefor, but in any event must be exercised or made in accordance with
the provisions of the Current Issuer Deed of Charge.
20. EXCLUSION OF 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 rights or remedy of a third party which exists or is
available apart from the Act.
21. COUNTERPARTS
This Agreement may be executed in any number of counterparts, manually or
by facsimile, each of which (when executed) shall be an original. Such
counterparts, when taken together, shall constitute one and the same
document.
22. GOVERNING LAW AND JURISDICTION; APPROPRIATE FORUM
22.1 GOVERNING LAW: This Agreement is governed by, and shall be construed in
accordance with, English law.
22.2 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.
22.3 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
14
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 hereto have executed this Agreement the day and
year first before written.
15
SCHEDULE 1
FORMS OF MANDATES
BANK MANDATE - GRANITE 03-2 STERLING ACCOUNT
Resolution of the Board of Directors of GRANITE MORTGAGES 03-2 PLC (the
"COMPANY")
At a meeting of the Board of Directors of the Company held at Xxxxx Xxxxx, 000
Xxxx Xxxxxx, Xxxxxx XX0X 0XX, London on 15 May, 2003:
IT WAS RESOLVED THAT:
1. The account number 00000000 in the name of the Company held with
Citibank, N.A. (the "BANK") (the "CURRENT ISSUER STERLING ACCOUNT") will
be used as an account for the benefit of the Company.
2. The mandate given to the Bank by virtue of this document (the "MANDATE")
is given on the basis that the Bank complies with the procedure set out
in, and the terms of, this document.
3. Prior to receipt of a notice in writing from the Note Trustee to the
contrary, in relation to the Current Issuer Sterling Account, the Bank is
hereby authorised to honour and comply with all cheques, drafts, bills,
payments by way of the Clearing House Automated Payment System,
promissory notes, acceptances, negotiable instruments and orders
expressed to be drawn, accepted, made or given and all directions given
in writing or by way of electronic impulses in respect of the Current
Issuer Sterling Account to the extent that compliance with the same
should not result in a debit balance; provided that (and subject to
paragraph 7) any such cheques, drafts, bills, promissory notes,
acceptances, negotiable instruments, directions, orders, instructions
and/or endorsements are signed by two people from Schedule 1. The Bank
is hereby authorised to act on any information given by two Directors or
by one Director and the Secretary of the Company regarding any changes to
Schedule 1. For these purposes, a "BUSINESS DAY" is a day (other than a
Saturday or Sunday) on which banks are generally open for business in
London.
4. This Mandate is given on the basis that the Bank:
(a) acknowledges that, pursuant to a Current Issuer Deed of Charge to
be entered into between, inter alios, the Company and The Bank of
New York (the "NOTE TRUSTEE") on or about 21 May 2003 (the
"CURRENT ISSUER DEED OF CHARGE"), the Company has assigned its
interest in the Current Issuer Sterling Account to the Note
Trustee by way of security;
(b) prior to receipt of an Intercompany Loan Enforcement Notice (as
defined in the Funding Deed of Charge) from the Security Trustee
or a Current Issuer Note Enforcement Notice (as defined in the
Current Issuer Deed of Charge) from the Note Trustee, agrees to
comply with the directions of the Current Issuer (or, pursuant to
paragraph 8, of Northern Rock plc (the "CURRENT ISSUER CASH
MANAGER") as its
16
agent) in respect of the operation of the Current Issuer Sterling
Account and the Bank shall be entitled to rely on any such written
direction reasonably purporting to have been given by or on behalf
of the Current Issuer (or the Current Issuer Cash Manager) without
enquiry; and
(c) upon receipt of an Intercompany Loan Enforcement Notice from the
Security Trustee or a Current Issuer Note Enforcement Notice from
the Note Trustee:
(i) agrees to comply with the directions of the Note Trustee
expressed to be given by the Note Trustee pursuant to the
Current Issuer Deed of Charge in respect of the operation of
the Current Issuer Sterling Account and the Bank shall be
entitled to rely on any such written direction reasonably
purporting to have been given on behalf of the Note Trustee
without enquiry; and
(ii) agrees that all right, authority and power of the Company in
respect of the operation of the Current Issuer Sterling
Account shall be deemed terminated and of no further effect
and the Bank agrees that it shall, upon receipt of the
Intercompany Loan Enforcement Notice from the Security
Trustee or a Current Issuer Note Enforcement Notice from the
Note Trustee, comply with the directions of the Security
Trustee or the Note Trustee (as the case may be) or any
receiver appointed under the Current Issuer Deed of Charge
or Funding Deed of Charge (as the case may be) in relation
to the operation of the Current Issuer Sterling Account
unless otherwise required by operation of law or by the
order or direction of a competent Court or Tribunal.
5. Unless and until the Bank receives notice in writing from or purporting
to be from the Note Trustee or the Security Trustee to the contrary, the
Bank is authorised to continue to operate the Current Issuer Sterling
Account without regard to the security interests pursuant to the Current
Issuer Deed of Charge.
6. At any time prior to the release by the Note Trustee of the Current
Issuer Deed of Charge, the mandate given to the Bank by virtue of these
resolutions shall remain in force, unless and until the Bank has received
a notice of amendment hereto from the Company.
7. These resolutions shall be communicated to the Bank and remain in force
until an amendment resolution shall be passed by the board of directors
of the Company and a copy thereof, certified by any two of the Directors
and/or the Secretary, shall be received by the Bank.
8. The Current Issuer authorises the Current Issuer Cash Manager to instruct
the Bank in relation to the Current Issuer Sterling Account and
authorises the Bank to act on those instructions in the manner set forth
in the Current Issuer Bank Account Agreement.
___________________________
AUTHORISED SIGNATORY
17
SCHEDULE 1
TO THE BANK MANDATE - GRANITE 03-2 STERLING ACCOUNT
The following sets out the signatories for the Current Issuer Sterling Account,
in accordance with Clause 3 of the Bank Mandate - Granite 03-2 Sterling
Account.
Northern Rock plc personnel authorised to sign any cheques, drafts, bills,
promissory notes, acceptances, negotiable instruments, directions, orders or
instructions, and/or endorsements in respect of accounts in the name of Granite
Mortgages 03-2 plc held at Citibank, N.A.
Name Title Signature
18
BANK MANDATE - GRANITE 03-2 DOLLAR ACCOUNT
Resolution of the Board of Directors of GRANITE MORTGAGES 03-2 PLC (the
"COMPANY")
At a meeting of the Board of Directors of the Company held at Xxxxx Xxxxx, 000
Xxxx Xxxxxx, Xxxxxx XX0X 0XX, London on 15 May, 2003:
IT WAS RESOLVED THAT:
1. The account number 00000000 in the name of the Company held with
Citibank, N.A. (the "BANK") (the "CURRENT ISSUER DOLLAR ACCOUNT") will be
used as an account for the benefit of the Company.
2. The mandate given to the Bank by virtue of this document (the "MANDATE")
is given on the basis that the Bank complies with the procedure set out
in, and the terms of, this document.
3. Prior to receipt of a notice in writing from the Note Trustee to the
contrary, in relation to the Current Issuer Dollar Account, the Bank is
hereby authorised to honour and comply with all cheques, drafts, bills,
payments by way of the Clearing House Automated Payment System,
promissory notes, acceptances, negotiable instruments and orders
expressed to be drawn, accepted, made or given and all directions given
in writing or by way of electronic impulses in respect of the Current
Issuer Dollar Account to the extent that compliance with the same should
not result in a debit balance; provided that (and subject to paragraph 7)
any such cheques, drafts, bills, promissory notes, acceptances,
negotiable instruments, directions, orders, instructions and/or
endorsements are signed by two people from Schedule 1. The Bank is
hereby authorised to act on any information given by two Directors or by
one Director and the Secretary of the Company regarding any changes to
Schedule 1. For these purposes, a "BUSINESS DAY" is a day (other than a
Saturday or Sunday) on which banks are generally open for business in
London.
4. This Mandate is given on the basis that the Bank:
(a) acknowledges that, pursuant to a Current Issuer Deed of Charge to
be entered into between, inter alios, the Company and The Bank of
New York (the "NOTE TRUSTEE") on or about 21 May 2003 (the
"CURRENT ISSUER DEED OF CHARGE"), the Company has assigned its
interest in the Current Issuer Dollar Account to the Note Trustee
by way of security;
(b) prior to receipt of an Intercompany Loan Enforcement Notice (as
defined in the Funding Deed of Charge) from the Security Trustee
or a Current Issuer Note Enforcement Notice (as defined in the
Current Issuer Deed of Charge) from the Note Trustee, agrees to
comply with the directions of the Current Issuer (or, pursuant to
paragraph 8, of Northern Rock plc (the "CURRENT ISSUER CASH
MANAGER") as its agent) in respect of the operation of the Current
Issuer Dollar Account and the Bank shall be entitled to rely on
any such written direction reasonably purporting to have been
given by or on behalf of the Current Issuer (or the Current Issuer
Cash Manager) without enquiry; and
19
(c) upon receipt of an Intercompany Loan Enforcement Notice from the
Security Trustee or a Current Issuer Note Enforcement Notice from
the Note Trustee:
(i) agrees to comply with the directions of the Note Trustee
expressed to be given by the Note Trustee pursuant to the
Current Issuer Deed of Charge in respect of the operation of
the Current Issuer Dollar Account and the Bank shall be
entitled to rely on any such written direction reasonably
purporting to have been given on behalf of the Note Trustee
without enquiry; and
(ii) agrees that all right, authority and power of the Company in
respect of the operation of the Current Issuer Dollar
Account shall be deemed terminated and of no further effect
and the Bank agrees that it shall, upon receipt of the
Intercompany Loan Enforcement Notice from the Security
Trustee or a Current Issuer Note Enforcement Notice from the
Note Trustee, comply with the directions of the Security
Trustee or the Note Trustee (as the case may be) or any
receiver appointed under the Current Issuer Deed of Charge
or Funding Deed of Charge (as the case may be) in relation
to the operation of the Current Issuer Dollar Account unless
otherwise required by operation of law or by the order or
direction of a competent Court or Tribunal.
5. Unless and until the Bank receives notice in writing from or purporting
to be from the Note Trustee or the Security Trustee to the contrary, the
Bank is authorised to continue to operate the Current Issuer Dollar
Account without regard to the security interests pursuant to the Current
Issuer Deed of Charge.
6. At any time prior to the release by the Note Trustee of the Current
Issuer Deed of Charge, the mandate given to the Bank by virtue of these
resolutions shall remain in force, unless and until the Bank has received
a notice of amendment hereto from the Company.
7. These resolutions shall be communicated to the Bank and remain in force
until an amendment resolution shall be passed by the board of directors
of the Company and a copy thereof, certified by any two of the Directors
and/or the Secretary, shall be received by the Bank.
8. The Current Issuer authorises the Current Issuer Cash Manager to instruct
the Bank in relation to the Current Issuer Dollar Account and authorises
the Bank to act on those instructions in the manner set forth in the
Current Issuer Bank Account Agreement.
___________________________
AUTHORISED SIGNATORY
20
SCHEDULE 1
TO THE BANK MANDATE - GRANITE 03-2 DOLLAR ACCOUNT
The following sets out the signatories for the Current Issuer Dollar Account,
in accordance with Clause 3 of the Bank Mandate - Granite 03-2 Dollar Account.
Northern Rock plc personnel authorised to sign any cheques, drafts, bills,
promissory notes, acceptances, negotiable instruments, directions, orders or
instructions, and/or endorsements in respect of accounts in the name of Granite
Mortgages 03-2 plc held at Citibank, N.A.
Name Title Signature
21
BANK MANDATE - GRANITE 03-2 EURO ACCOUNT
Resolution of the Board of Directors of GRANITE MORTGAGES 03-2 PLC (the
"COMPANY")
At a meeting of the Board of Directors of the Company held at Xxxxx Xxxxx, 000
Xxxx Xxxxxx, Xxxxxx XX0X 0XX, London on 15 May, 2003:
IT WAS RESOLVED THAT:
1. The account number 00000000 in the name of the Company held with
Citibank, N.A. (the "BANK") (the "CURRENT ISSUER EURO ACCOUNT") will be
used as an account for the benefit of the Company.
2. The mandate given to the Bank by virtue of this document (the "MANDATE")
is given on the basis that the Bank complies with the procedure set out
in, and the terms of, this document.
3. Prior to receipt of a notice in writing from the Note Trustee to the
contrary, in relation to the Current Issuer Euro Account, the Bank is
hereby authorised to honour and comply with all cheques, drafts, bills,
payments by way of the Clearing House Automated Payment System,
promissory notes, acceptances, negotiable instruments and orders
expressed to be drawn, accepted, made or given and all directions given
in writing or by way of electronic impulses in respect of the Current
Issuer Euro Account to the extent that compliance with the same should
not result in a debit balance; provided that (and subject to paragraph 7)
any such cheques, drafts, bills, promissory notes, acceptances,
negotiable instruments, directions, orders, instructions and/or
endorsements are signed by two people from Schedule 1. The Bank is
hereby authorised to act on any information given by two Directors or by
one Director and the Secretary of the Company regarding any changes to
Schedule 1. For these purposes, a "BUSINESS DAY" is a day (other than a
Saturday or Sunday) on which banks are generally open for business in
London.
4. This Mandate is given on the basis that the Bank:
(a) acknowledges that, pursuant to a Current Issuer Deed of Charge to
be entered into between, inter alios, the Company and The Bank of
New York (the "NOTE TRUSTEE") on or about 21 May 2003 (the
"CURRENT ISSUER DEED OF CHARGE"), the Company has assigned its
interest in the Current Issuer Euro Account to the Note Trustee by
way of security;
(b) prior to receipt of an Intercompany Loan Enforcement Notice (as
defined in the Funding Deed of Charge) from the Security Trustee
or a Current Issuer Note Enforcement Notice (as defined in the
Current Issuer Deed of Charge) from the Note Trustee, agrees to
comply with the directions of the Current Issuer (or, pursuant to
paragraph 8, of Northern Rock plc (the "CURRENT ISSUER CASH
MANAGER") as its agent) in respect of the operation of the Current
Issuer Euro Account and the Bank shall be entitled to rely on any
such written direction reasonably purporting to have
22
been given bor on behalf of the Current Issuer (or the Current
Issuer Cash Manager) without enquiry; and
(c) upon receipt of an Intercompany Loan Enforcement Notice from the
Security Trustee or a Current Issuer Note Enforcement Notice from
the Note Trustee:
(i) agrees to comply with the directions of the Note Trustee
expressed to be given by the Note Trustee pursuant to the
Current Issuer Deed of Charge in respect of the operation of
the Current Issuer Euro Account and the Bank shall be
entitled to rely on any such written direction reasonably
purporting to have been given on behalf of the Note Trustee
without enquiry; and
(ii) agrees that all right, authority and power of the Company in
respect of the operation of the Current Issuer Euro Account
shall be deemed terminated and of no further effect and the
Bank agrees that it shall, upon receipt of the Intercompany
Loan Enforcement Notice from the Security Trustee or a
Current Issuer Note Enforcement Notice from the Note
Trustee, comply with the directions of the Security Trustee
or the Note Trustee (as the case may be) or any receiver
appointed under the Current Issuer Deed of Charge or Funding
Deed of Charge (as the case may be) in relation to the
operation of the Current Issuer Euro Account unless
otherwise required by operation of law or by the order or
direction of a competent Court or Tribunal.
5. Unless and until the Bank receives notice in writing from or purporting
to be from the Note Trustee or the Security Trustee to the contrary, the
Bank is authorised to continue to operate the Current Issuer Euro Account
without regard to the security interests pursuant to the Current Issuer
Deed of Charge.
6. At any time prior to the release by the Note Trustee of the Current
Issuer Deed of Charge, the mandate given to the Bank by virtue of these
resolutions shall remain in force, unless and until the Bank has received
a notice of amendment hereto from the Company.
7. These resolutions shall be communicated to the Bank and remain in force
until an amendment resolution shall be passed by the board of directors
of the Company and a copy thereof, certified by any two of the Directors
and/or the Secretary, shall be received by the Bank.
8. The Current Issuer authorises the Current Issuer Cash Manager to instruct
the Bank in relation to the Current Issuer Euro Account and authorises
the Bank to act on those instructions in the manner set forth in the
Current Issuer Bank Account Agreement.
___________________________
AUTHORISED SIGNATORY
23
SCHEDULE 1
TO THE BANK MANDATE - GRANITE 03-2 EURO ACCOUNT
The following sets out the signatories for the Current Issuer Euro Account, in
accordance with Clause 3 of the Bank Mandate - Granite 03-2 Euro Account.
Northern Rock plc personnel authorised to sign any cheques, drafts, bills,
promissory notes, acceptances, negotiable instruments, directions, orders or
instructions, and/or endorsements in respect of accounts in the name of Granite
Mortgages 03-2 plc held at Citibank, N.A.
Name Title Signature
24
EXECUTION PAGE
THE CURRENT ISSUER
EXECUTED BY
GRANITE MORTGAGES 03-2 PLC
AS FOLLOWS: By_______________________________________
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name_______________________________________
THE CURRENT ISSUER CASH MANAGER
EXECUTED BY
NORTHERN ROCK PLC
AS FOLLOWS: By______________________________________
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signator
Name_______________________________________
THE NOTE TRUSTEE
EXECUTED BY
THE BANK OF NEW YORK
AS FOLLOWS: By_______________________________________
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name_______________________________________
THE CURRENT ISSUER ACCOUNT BANK
EXECUTED BY
CITIBANK, N.A.
AS FOLLOWS: By_______________________________________
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name_______________________________________
25
