EXECUTION VERSION
DATED 21 MAY 2003
GRANITE FINANCE FUNDING LIMITED
as Funding
NORTHERN ROCK PLC
as Cash Manager
LLOYDS TSB BANK PLC
as Account Bank
- AND -
THE BANK OF NEW YORK
as Security Trustee
_______________________________________________________________________________
FUNDING (03-2)
BANK ACCOUNT AGREEMENT
_______________________________________________________________________________
SIDLEY XXXXXX XXXXX & XXXX
0 XXXXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
UK: 30507-17/590748v3
CONTENTS
CLAUSE PAGE NO.
1. Definitions and Interpretation..........................................1
2. The Funding (Current Issuer) GIC Account................................1
3. Payments................................................................2
4. Mandate and Statements..................................................3
5. Acknowledgement by the Account Bank.....................................3
6. Certification, Indemnity and Enforcement Notice.........................5
7. Change of Security Trustee or Account Bank..............................6
8. Termination.............................................................6
9. Further Assurance.......................................................9
10. Confidentiality.........................................................9
11. Costs...................................................................9
12. Notices................................................................10
13. Interest...............................................................11
14. Withholding............................................................11
15. Tax Status.............................................................11
16. Entire Agreement.......................................................12
17. Variation and Waiver...................................................12
18. Assignment.............................................................12
19. The Security Trustee...................................................12
20. New Intercompany Loan Agreements.......................................12
21. Exclusion of Third Party Rights........................................13
22. Counterparts...........................................................13
23. Governing Law and Jurisdiction; Process Agents; Appropriate Forum......13
SCHEDULE 1...................................................................14
Form of Mandate..........................................................14
THIS AGREEMENT is made on 21 May 2003
BETWEEN:
(1) GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
limited company incorporated under the laws of Jersey, but acting out of
its office established in England (registered overseas company number
FC022999 and branch number BR005916) at 0 Xxxxx Xxxx Xxxxx, Xxxxxx XX0X
0XX as Funding;
(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 Cash Manager to Funding pursuant to the Cash Management
Agreement;
(3) THE BANK OF NEW YORK, whose principal office is at 00xx Xxxxx, Xxx Xxxxxx
Xxxxxx, Xxxxxx X00 0XX in its capacity as Security Trustee; and
(4) LLOYDS TSB BANK PLC, a company incorporated in England and Wales under
registered number 2065, acting through its office at Treasury Division,
00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX in its capacity as Account Bank under
this Agreement.
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 FUNDING (CURRENT ISSUER) GIC ACCOUNT
2.1 INSTRUCTIONS FROM THE CASH MANAGER: Subject to Clause 2.4 (No Negative
Balance) and Clause 6.3 (Consequences of an Intercompany Loan Enforcement
Notice), the Account Bank shall, as directed by the Cash Manager, be
entitled to effect a payment by debiting the Funding (Current Issuer) GIC
Account provided that such direction from the Cash Manager complies with
the Funding (Current Issuer) GIC Account Mandate (the "MANDATE").
1
The 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
Mandate from time to time and in respect of which the person giving the
direction quotes a code reference notified in writing by the Cash Manager
from time to time to the Account Bank.
2.2 TIMING OF PAYMENT: Without prejudice to the provisions of Clause 3.2
(Confirmation of Payment Instructions), the Account Bank agrees that if
directed pursuant to Clause 2.1 (Instructions from the Cash Manager) to
make any payment, on any date other than a Payment Date (to which the
provisions of Clause 3.1 (Instructions from the Cash Manager) shall
apply) then, subject to Clauses 2.4 (No Negative Balance) and 6.3
(Consequences of an Intercompany Loan 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 Account Bank shall make such payment at the
commencement of business on the following London Business Day for value
that day.
2.3 ACCOUNT BANK CHARGES: The charges of the Account Bank for the operation
of the Funding (Current Issuer) GIC Account shall be debited to the
Funding 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
Funding Deed of Charge, and Funding 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
Account Bank provided that, subject to Clause 8.6 (Termination by Account
Bank), if there are insufficient funds standing to the credit of the
Funding Transaction Account to pay such charges the Account Bank shall
not be relieved of its obligations in respect of the Funding (Current
Issuer) GIC Account.
2.4 NO NEGATIVE BALANCE: Notwithstanding the provisions of Clause 2.1
(Instructions from the Cash Manager) and Clause 2.3 (Account Bank
Charges), amounts shall only be withdrawn from the Funding (Current
Issuer) GIC Account to the extent that such withdrawal does not cause the
Funding (Current Issuer) GIC Account to have a negative balance.
3. PAYMENTS
3.1 INSTRUCTIONS FROM THE CASH MANAGER:
(a) The Cash Manager shall, no later than 11.00 a.m. (London time) on
the second London Business Day prior to the Payment Date upon
which any payment is due to be made from the Funding (Current
Issuer) GIC Account, submit to the Account Bank irrevocable
instructions in compliance with the Mandate as to the payments to
be made out of such account on such date.
(b) The 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 Account Bank
shall not have any liability to any person if it fails to effect
timely
2
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 Mandate.
3.2 CONFIRMATION OF PAYMENT INSTRUCTIONS: The Account Bank agrees that it
will, not later than 12:00 p.m. (London time) on the second London
Business Day prior to the date upon which any payment is due to be made
from the Funding (Current Issuer) GIC Account, confirm to the Cash
Manager (provided that such is the case) that it has received irrevocable
instructions to effect payment and specifying the amount of the payment
to be made and that, subject to receipt of funds, it will effect such
payment.
4. MANDATE AND STATEMENTS
4.1 SIGNING AND DELIVERY OF THE MANDATE: Funding hereby confirms that it has
delivered to the Account Bank, prior to the Closing Date, the Mandate in
the form set out in Schedule 1 hereto duly executed and relating to the
Funding (Current Issuer) GIC Account and the Account Bank hereby confirms
to the Security Trustee that the Mandate has been provided to it, that
the Funding (Current Issuer) GIC Account is open and that the Mandate is
operative.
4.2 AMENDMENT OR REVOCATION: The Account Bank agrees that it shall notify
the Security Trustee as soon as is reasonably practicable, if it receives
any amendment or revocation of the Mandate relating to the Funding
(Current Issuer) GIC Account (other than a change of Authorised
Signatory) and shall require the consent of the Security Trustee to any
such amendment or revocation (other than a change of Authorised
Signatory) provided, however, that unless the Mandate is revoked, the
Account Bank may continue to comply with the amended Mandate unless it
receives notice in writing from the Security Trustee to the effect that
an Intercompany Loan Enforcement Notice has been served or that the
appointment of Northern Rock plc as Cash Manager under the Cash
Management Agreement has been terminated.
4.3 STATEMENTS: The Account Bank shall submit monthly written statements to
the Cash Manager, Funding and, upon request, the Security Trustee setting
out the amounts standing to the credit of the Funding (Current Issuer)
GIC Account at the close of business on the London Business Day
immediately preceding the statement date within three London Business
Days of the statement date.
5. ACKNOWLEDGEMENT BY THE ACCOUNT BANK
5.1 RESTRICTION ON RIGHTS: Notwithstanding anything to the contrary in the
Mandate:
(a) the Account Bank hereby waives any right it has or may hereafter
acquire to combine, consolidate or merge the Funding (Current
Issuer) GIC Account with any other account of the Cash Manager,
Funding, the Security Trustee or any other person or with any
liabilities of the Cash Manager, Funding, the Security Trustee or
any other person;
(b) the Account Bank hereby agrees that it may not exercise any lien
or, to the extent
3
permitted by law, any set-off or transfer any sum standing to the
credit of or to be credited to the Funding (Current Issuer) GIC
Account in or towards satisfaction of any liabilities to it of the
Cash Manager, Funding, the Security Trustee or any other person;
(c) each of the parties hereto hereby agrees that it shall not
institute against Funding any winding-up, administration,
insolvency or similar proceedings in any jurisdiction for so long
as any sum is outstanding under any Intercompany Loan Agreement of
any Issuer or for two years plus one day since the last day on
which any such sum was outstanding provided that the Security
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 Security
Trustee may enforce the security created in favour of the Security
Trustee under the Funding 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 Funding under this Agreement shall be payable
by Funding except to the extent that Funding has sufficient funds
available or (following enforcement of the Funding Security) the
Security Trustee has realised sufficient funds from the Funding
Security to pay such sum subject to and in accordance with the
relevant Funding Priority of Payments and provided that all
liabilities of Funding required to be paid in priority thereto or
pari passu therewith pursuant to such Funding Priority of Payments
have been paid, discharged and/or otherwise provided for in full;
and
(f) each of the parties hereto hereby agrees that it shall not take
any steps for the purpose of recovering any amount payable by
Funding or enforcing any rights arising out of this Agreement
against Funding otherwise than in accordance with the Funding Deed
of Charge;
(g) the Account Bank hereby agrees that it will notify the Cash
Manager, Funding and the Security Trustee if compliance with any
instruction would cause the Funding (Current Issuer) GIC 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 the Funding (Current Issuer) GIC Account
to have a negative balance; and
(h) the Account Bank hereby acknowledges that Funding has, pursuant to
the Funding 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 the Funding (Current Issuer) GIC Account and all of its
rights under this Agreement to the Security Trustee.
The provisions of Clause 6 of the Funding Deed of Charge shall prevail in
the event that and
4
to the extent that they conflict with the provisions of this Clause 5.1.
5.2 NOTICE OF ASSIGNMENT AND ACKNOWLEDGEMENT: By its execution of the Funding
Deed of Charge, the Account Bank acknowledges and consents to the
assignments, charges and Security Interests (including the Jersey
Security Interests) made or granted by Funding under Clause 3 (Funding
Security) of such Funding Deed of Charge.
5.3 MONTHLY STATEMENTS: Unless and until directed otherwise by the Security
Trustee, the Account Bank shall provide each of the Cash Manager, Funding
and (upon request by the Security Trustee) the Security Trustee with a
statement in respect of the Funding (Current Issuer) GIC 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 Account Bank is hereby authorised by
Funding to provide statements in respect of the Funding (Current Issuer)
GIC Account to the Cash Manager and the Security Trustee.
6. CERTIFICATION, INDEMNITY AND ENFORCEMENT NOTICE
6.1 ACCOUNT BANK TO COMPLY WITH CASH MANAGER'S INSTRUCTIONS: Unless
otherwise directed pursuant to Clause 6.3 (Consequences of an
Intercompany Loan Enforcement Notice), in making any transfer or payment
from the Funding (Current Issuer) GIC Account in accordance with this
Agreement, the Account Bank shall be entitled to act as directed by the
Cash Manager pursuant to Clauses 2.1 (Instructions from the Cash
Manager), 2.2 (Timing of Payment) and 3 (Payments) and to rely as to the
amount of any such transfer or payment on the Cash Manager's instructions
in accordance with the Mandate, and the Account Bank shall have no
liability to the Cash Manager, Funding, or the Security Trustee except in
the case of its wilful default or negligence.
6.2 FUNDING'S INDEMNITY: Subject to the priority of payments in the Funding
Deed of Charge, Funding shall indemnify the Account Bank, against any
loss, cost, damage, charge or expense incurred by the Account Bank 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 Account Bank (if any) for the operation of the
Funding (Current Issuer) GIC Account other than as provided in
this Agreement; and
(b) any loss, cost, damage, charge or expense arising from any breach
by the Account Bank of its obligations under this Agreement.
6.3 CONSEQUENCES OF AN INTERCOMPANY LOAN ENFORCEMENT NOTICE: The Account
Bank acknowledges that, if it receives notice in writing from the
Security Trustee to the effect that (a) the Security Trustee has served
an Intercompany Loan Enforcement Notice or (b) that the appointment of
Northern Rock plc as Cash Manager under the Cash Management Agreement has
been terminated (but without prejudice to Clause 6.1 (Account Bank to
Comply with Cash Manager's Instructions) above) all right, authority and
power of Funding and the Cash Manager in respect of the Funding (Current
Issuer) GIC Account shall be terminated and be
5
of no further effect and the Account Bank agrees that it shall, upon
receipt of such notice from the Security Trustee, comply with the
directions of the Security Trustee or any successor cash manager
appointed by the Security Trustee (subject to such successor cash manager
having entered into an agreement with the Account Bank on substantially
the same terms as this Agreement) in relation to the operation of the
Funding (Current Issuer) GIC Account.
7. CHANGE OF SECURITY TRUSTEE OR ACCOUNT BANK
7.1 CHANGE OF SECURITY TRUSTEE: In the event that there is any change in the
identity of the Security Trustee or an additional Security Trustee is
appointed in accordance with the Funding Deed of Charge, the existing
Security Trustee or the retiring Security Trustee, the Cash Manager,
Funding and the Account Bank shall execute such documents and take such
actions of the new Security Trustee and the retiring Security Trustee or,
as the case may be, the existing Security Trustee shall agree are
reasonably necessary for the purpose of vesting in such new Security
Trustee the rights, benefits and obligations of the Security Trustee
under this Agreement and releasing the retiring Security 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 Security Trustees, at least one of such Security Trustees
shall be a trust corporation.
7.2 CHANGE OF ACCOUNT BANK: If there is any change in the identity of the
Account Bank, the Cash Manager, Funding and the Security Trustee shall
execute such documents and take such actions as the new Account Bank and
the outgoing Account Bank and the Security Trustee may require for the
purpose of vesting in the new Account Bank the rights and obligations of
the outgoing Account Bank and releasing the outgoing Account Bank from
its future obligations under this Agreement.
8. TERMINATION
8.1 TERMINATION EVENTS: The Cash Manager or Funding:
(i) may (with the prior written consent of the Security 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 Security
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 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 Funding
(Current Issuer) GIC Account; or
6
(b) if the short-term, unguaranteed and unsubordinated debt
obligations of the Account Bank falls below a rating of A-1+ by
S&P, P-1 by Moody's or F1+ by Fitch, respectively; or
(c) if the Account Bank, other 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 Account Bank, threatens to cease to carry on all
or substantially all of its business or the Account Bank 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) 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 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 Security
Trustee in writing (such approval not to be unreasonably withheld
or delayed); or
(e) if proceedings are initiated against the Account Bank under any
applicable liquidation, insolvency, bankruptcy, composition,
reorganisation (other than a reorganisation where the 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 Security Trustee as applicable, 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 Account Bank or
in relation to the whole or any substantial part of the
undertaking or assets of the Account Bank, or an encumbrancer
takes possession of the whole or any substantial part of the
undertaking or assets of the 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 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 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 Account Bank fails to perform any of its obligations under
this Agreement and such failure remains unremedied for three
London Business Days after the Cash Manager, Funding or the
Security Trustee has given notice of such failure.
8.2 TERMINATION OPTION: Funding may, upon a breach by the Account Bank of its
obligations under this Agreement, the Funding (Current Issuer) Guaranteed
Investment Contract or the Funding Deed of Charge, by giving one month's
prior written notice to the Account Bank (with a copy to the Security
Trustee), terminate the appointment of the Account Bank,
7
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 into an agreement
in form and substance similar to the Funding (Current Issuer)
Guaranteed Investment Contract; and
(b) such termination would not adversely affect the then current
ratings of the Current Issuer Notes.
The Cash Manager and Funding 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 Account Bank shall assist the other parties hereto to
effect an orderly transition of the banking arrangements documented
hereby Funding shall reimburse the 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 Funding, the Cash Manager and
the Account Bank undertakes and agrees to notify the Security Trustee of
any event which would or could entitle the Security Trustee to serve a
notice of termination pursuant to Clause 8.4 (Termination by the Security
Trustee) promptly upon becoming aware thereof.
8.4 TERMINATION BY SECURITY TRUSTEE: In addition, prior to the service of an
Intercompany Loan Enforcement Notice, the Security Trustee may terminate
this Agreement and close the Funding (Current Issuer) GIC Account 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 Account Bank. Following the service of an
Intercompany Loan Enforcement Notice, the Security 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 the termination of the Funding Deed of Charge.
8.6 TERMINATION BY ACCOUNT BANK: The Account Bank may terminate this
Agreement and cease to operate the Funding (Current Issuer) GIC Account
at any time:
(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 less than 10 London Business Days before a Payment
Date 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 less than 10
8
London Business Days before a Payment Date to each of the other
parties hereto, if the 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 then 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 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 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 any applicable 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.
11. COSTS
Funding agrees to pay, in accordance with the Funding Priority of
Payments, the reasonable costs and any amounts in respect of
Irrecoverable VAT thereon (including reasonable legal costs and expenses)
of the Account Bank in connection with the negotiation of this Agreement
and the establishment of the Funding (Current Issuer) GIC Account and the
negotiation and execution of any further documents and the taking of any
further action to be
9
executed or taken pursuant to Clauses 7 (Change of Security Trustee or
Account Bank), 8 (Termination) (other than Clauses 8.1(b), 8.1(c),
8.1(d), 8.1(e) and 8.1(f) (Termination Events), 8.5 (Automatic
Termination) and 8.6 (Termination by Account Bank) and 9 (Further
Assurance), except any costs incurred by the Account Bank directly
arising from the termination by it pursuant to Clause 8.6(a) (Termination
by Account Bank) of the banking arrangements granted under this
Agreement.
12. NOTICES
12.1 Any notices or other communication or document 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 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 Funding, to Granite Finance Funding Limited, 0
Xxxxx Xxxx Xxxxx, Xxxxxx XX0X 0XX (facsimile number 0207 073 7874)
for the attention of the Company Secretary;
(c) in the case of the Security Trustee, to The Bank of New York,
whose principal office is at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx
X00 0XX (facsimile number 0207 964 6061 / 0207 964 6399) for the
attention of Global Structured Finance (Corporate Trust); and
(d) in the case of the Account Bank, to Lloyds TSB Bank plc, 00
Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile number 0207 623 2338)
for the attention of Treasury Division (Graham Spary);
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 12.1.
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 delivered 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 instructions in an illegible form, it will
immediately notify the party from whom such instructions were received.
10
13. INTEREST
Interest shall be paid on the Funding (Current Issuer) GIC Account in
accordance with the terms of the Funding (Current Issuer) Guaranteed
Investment Contract.
14. WITHHOLDING
All payments by the 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 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 Funding or the Security Trustee within the period for
payment permitted by the relevant law, either:
(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 Funding in full by credit to the Funding (Current
Issuer) GIC Account of an amount equal to the amount of any
rebate, repayment or reimbursement of any deduction or withholding
which the Account Bank has made pursuant to this Clause 14 and
which is subsequently received by the Account Bank.
15. TAX STATUS
15.1 The 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 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 Account Bank in Clause 15.1 above.
11
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 Account Bank) :
(a) the Account Bank may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of Funding
and the Security Trustee;
(b) other than its assignments made under the Funding Deed of Charge,
Funding may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of the
Account Bank and the Security Trustee; and
(c) the 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 Funding and the Security Trustee (such consent
not to be unreasonably withheld).
19. THE SECURITY TRUSTEE
The Security 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 Cash Manager, the Account Bank or
Funding hereunder. Furthermore, any liberty or power which may be
exercised or any determination which may be made hereunder by the
Security Trustee may be exercised or made in the Security 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 Funding Deed of Charge.
20. NEW INTERCOMPANY LOAN AGREEMENTS
If Funding enters into any New Intercompany Loan Agreements after the
date hereof, then the parties hereto shall execute such documents and
take such action as may be necessary or required by the Rating Agencies
for the purpose of including any New Issuer, any New Start-Up Loan
Provider or any other person who has executed an Accession Undertaking in
the
12
Funding Transaction Documents.
21. 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 right or remedy of a third party which exists or is
available apart from the Act.
22. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which (when executed) shall be an original. Such counterparts, when
taken together, shall constitute one and the same document.
23. GOVERNING LAW AND JURISDICTION; PROCESS AGENTS; APPROPRIATE FORUM
23.1 GOVERNING LAW: This Agreement is governed by, and shall be construed in
accordance with, English law.
23.2 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.
23.3 PROCESS AGENTS: Funding irrevocably and unconditionally appoints Mourant
& Co. Capital (SPV) Limited at 0 Xxxxx Xxxx Xxxxx, Xxxxxx XX0X 0XX or
otherwise at the registered office of Mourant & Co. Capital (SPV) Limited
for the time being as its agent for service of process in England in
respect of any proceedings in respect of this Agreement and undertakes
that in the event of Mourant & Co. Capital (SPV) Limited ceasing so to
act it will appoint another person with a registered office in London as
its agent for service of process.
23.4 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 hereto have executed this Agreement the day and
year first before written.
13
SCHEDULE 1
FORM OF MANDATE
BANK MANDATE - FUNDING (GRANITE 03-2) GIC ACCOUNT
Resolution of the Board of Directors of GRANITE FINANCE FUNDING LIMITED (the
"COMPANY").
At a meeting of the Board of Directors of the Company held at 0 Xxxxx Xxxx
Xxxxx, Xxxxxx XX0X 0XX on 15 May 2003:
IT WAS RESOLVED THAT:
1. The account number 00000000, Sort Code 30/15/57, reference
`GRANITE032GI', in the name of the Company held with Lloyds TSB Bank plc
(the "BANK") at its Treasury Division (the "FUNDING (CURRENT ISSUER) GIC
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 security trustee to the
contrary, in relation to the Funding (Current Issuer) GIC 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 or
instructions given in writing or by way of electronic impulses in respect
of the Funding (Current Issuer) GIC 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 or
instructions, and/or endorsements are signed by any 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 Funding Deed of Charge entered
into between, inter alios, the Company and The Bank of New York
(the "SECURITY TRUSTEE") on 26 March 2001 (the "FUNDING DEED OF
CHARGE"), the Company has charged its interest in the Funding
(Current Issuer) GIC Account to the Security 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,
agrees to comply with the directions of the Company (or, pursuant
to paragraph 8, of Northern Rock plc (the
14
"CASH MANAGER") as its agent) in respect of the operation of the
Funding (Current Issuer) GIC Account and the Bank shall be
entitled to rely on any such direction purporting to have been
given by or on behalf of the Company (or the Cash Manager) without
enquiry; and
(c) upon receipt of an Intercompany Loan Enforcement Notice from the
Security Trustee:
(i) agrees to comply with the directions of the Security Trustee
expressed to be given by the Security Trustee pursuant to
the Funding Deed of Charge in respect of the operation of
the Funding (Current Issuer) GIC Account and the Bank shall
be entitled to rely on any such direction purporting to have
been given on behalf of the Security Trustee without
enquiry; and
(ii) agrees that all right, authority and power of the Company in
respect of the operation of the Funding (Current Issuer) GIC
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 comply with the directions of the Security Trustee
or any receiver appointed under the Funding Deed of Charge
in relation to the operation of the Funding (Current Issuer)
GIC 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 Security Trustee to the contrary, the Bank is authorised
to continue to operate the Funding (Current Issuer) GIC Account without
regard to the security interests pursuant to the Funding Deed of Charge.
6. At any time prior to the release by the Security Trustee of the Funding
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 Security Trustee.
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
and a copy thereof and of such consent, certified by any two of the
Directors and/or the Secretary, shall be received by the Bank.
8. The Company authorises the Cash Manager to instruct the Bank in relation
to the Funding (Current Issuer) GIC Account and authorises the Bank to
act on those instructions in the manner set forth in the Funding (Current
Issuer) Bank Account Agreement.
_______________________
AUTHORISED SIGNATORY
15
SCHEDULE 1 TO THE BANK MANDATE - FUNDING (GRANITE 03-2) GIC ACCOUNT
The following sets out the signatories for the Funding (Current Issuer) GIC
Account, in accordance with Clause 3 of the Bank Mandate - Funding (Granite 03-
2) GIC 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
Finance Funding Limited held at Lloyds TSB Bank plc:
Name Title Signature
---- ----- ---------
16
EXECUTION PAGE
FUNDING
EXECUTED BY
GRANITE FINANCE FUNDING LIMITED
AS FOLLOWS: By____________________________________
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name______________________________________
THE CASH MANAGER
EXECUTED BY By
NORTHERN ROCK PLC
AS FOLLOWS: By____________________________________
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name______________________________________
THE SECURITY TRUSTEE
EXECUTED BY 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 ACCOUNT BANK
EXECUTED BY By
LLOYDS TSB BANK PLC
AS FOLLOWS: By____________________________________
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name______________________________________
17
