Exhibit 4.5.2
Dated [o]
---------
GRANITE FINANCE FUNDING LIMITED
as Funding
THE BANK OF NEW YORK
as Security Trustee
GRANITE MORTGAGES 04-1 PLC
as Current Issuer
NORTHERN ROCK PLC
as Current Issuer Start-up Loan Provider
- and -
OTHERS
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ISSUER DEED OF ACCESSION
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SIDLEY XXXXXX XXXXX & XXXX
0 XXXXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
REF: 30507-21/630340
CONTENTS
1. Interpretation......................................................3
2. Representations and Warranties......................................3
3. Accession...........................................................4
4. Funding Security....................................................5
5. Title Guarantee.....................................................7
6. Application.........................................................7
7. Scope of the Funding Deed of Charge.................................7
8. Notices and Acknowledgements........................................7
9. Amendment to the Funding Priority of Payments.......................8
10. Notices and Demands.................................................8
11. Non Petition Covenant...............................................9
12. Third Party Rights..................................................9
13. Execution in Counterparts..........................................10
14. Governing Law and Jurisdiction; Appropriate Forum..................10
15. Process Agents.....................................................10
SCHEDULE I Utilisation of Issuer Reserves..................................16
APPENDIX 1 Amended and Restated Funding Priority of Payments................17
i
THIS DEED OF ACCESSION is made on [o] 2003
BETWEEN:
(1) GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
limited liability company incorporated under the laws of Jersey whose
London branch is at 0 Xxxxx Xxxx Xxxxx, Xxxxxx XX0X 0XX;
(2) THE BANK OF NEW YORK, a New York banking corporation whose London
branch address is at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX
Xxxxxx Xxxxxxx, in its capacity as Security Trustee;
(3) THE BANK OF NEW YORK, a New York banking corporation whose London
branch address is at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX
Xxxxxx Xxxxxxx, (1) in its separate capacities as Note Trustee in
respect of the Previous Issuers and (2) in its capacity as note
trustee under the Current Issuer Trust Deed and the Current Issuer
Deed of Charge (the "Current Issuer Note Trustee" which expression
shall include such person and all other persons for the time being
acting as the note trustee or note trustees pursuant to those deeds);
(4) GRANITE MORTGAGES 01-1 PLC (registered number 4129652), 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;
(5) GRANITE MORTGAGES 01-2 PLC (registered number 4270015), 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;
(6) GRANITE MORTGAGES 02-1 PLC (registered number 4340767), 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;
(7) GRANITE MORTGAGES 02-2 PLC (registered number 4482804), 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;
(8) GRANITE MORTGAGES 03-1 PLC (registered number 4598035), 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;
(9) 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;
1
(10) GRANITE MORTGAGES 03-3 PLC (registered number 4823268), 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;
(11) GRANITE FINANCE TRUSTEES LIMITED (registered number 79309), a private
limited liability company incorporated under the laws of Jersey whose
registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0
0XX Channel Islands in its capacity as Mortgages Trustee;
(12) NORTHERN ROCK PLC (registered number 03273685), a public limited
company incorporated under the laws of England and Wales whose
registered office is at Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx
Xxxx XX0 0XX in its capacity as Cash Manager;
(13) LLOYDS TSB BANK PLC, acting through its office at City Office, Xxxxxx
Drive, Xxxxxxxxxx Xxxxxxxx Xxxx, Xxxx XX0 0XX, in its capacity as
Account Bank and acting through its office at 00 Xxxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX in its capacity as Funding GIC Provider;
(14) MOURANT & CO. CAPITAL (SPV) LIMITED, a private limited company
incorporated under the laws of England and Wales whose registered
office is 4 Xxxxx Xxxx Xxxxx, Xxxxxx XX0X 0XX, in its capacity as
Corporate Services Provider;
(15) NORTHERN ROCK PLC (registered number 03273685), acting through its
office at Northern Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX,
in its capacity (1) as the Previous Start-up Loan Provider, and (2)
as Current Issuer Start-up Loan Provider;
(16) GRANITE MORTGAGES 04-1 PLC (registered number 4959572), 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 Current Issuer.
NOW THIS DEED OF ACCESSION WITNESSES AS FOLLOWS
WHEREAS:
(A) Pursuant to the terms of the Current Issuer Intercompany Loan
Confirmation, the Current Issuer has agreed to make available to
Funding the Current Issuer Intercompany Loan.
(B) Pursuant to the terms of the Current Issuer Start-up Loan Agreement,
the Current Issuer Start-up Loan Provider has agreed to grant to
Funding the Current Issuer Start-up Loan.
2
(C) This Deed is supplemental to the Funding Deed of Charge, pursuant to
which Funding agreed to provide the Security Trustee with the benefit
of the security described in the Funding Deed of Charge to secure
Funding's obligations to the Funding Secured Creditors.
(D) The terms of the Funding Deed of Charge permit Funding to secure its
obligations to a New Funding Secured Creditor thereunder and (where
such New Funding Secured Creditor is a New Issuer) permit Funding to
create certain Security Interests in favour of the Security Trustee
for the benefit of such New Funding Secured Creditor.
(E) The Current Issuer Start-up Loan Provider and the Current Issuer,
each of whom is a New Funding Secured Creditor, have agreed to enter
into this Deed of Accession (this "Deed") to accede to the provisions
of the Funding Deed of Charge.
(F) The Current Issuer Note Trustee has agreed to enter into this Deed to
accede to the provisions of the Funding Deed of Charge.
(G) The Funding Secured Creditors have agreed to enter into this Deed to,
among other things, acknowledge and agree to such accessions, permit
any consequential changes to the Funding Priority of Payments set out
in Part I, Part II and Part III of Schedule 3 of the Funding Deed of
Charge as are required and any other amendment as may be required to
give effect to this Deed and to acknowledge the Security Interests
created hereunder.
1. Interpretation
The provisions of the Master Definitions Schedule as amended and
restated by (and appearing in Appendix 1 to) the Master Definitions
Schedule Seventh Amendment Deed made on [o] between, among others,
the Seller, Funding and the Mortgages Trustee (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.
2. Representations and Warranties
2.1 The Current Issuer hereby represents and warrants to the Security
Trustee and each of the Funding Secured Creditors in respect of
itself that as of the date of this Deed:
(a) pursuant to the terms of the Current Issuer Intercompany
Loan Agreement, Funding has agreed to pay to the Current
Issuer fees, interest and principal in accordance with the
terms of the Current Issuer Intercompany Loan Agreement; and
3
(b) the Current Issuer Intercompany Loan Agreement expressly
provides that all amounts due from Funding thereunder are to
be secured by or pursuant to the Funding Deed of Charge.
2.2 The Current Issuer Start-up Loan Provider hereby represents and
warrants to the Security Trustee and each of the Funding Secured
Creditors in respect of itself that as of the date of this Deed:
(a) Funding has agreed to pay interest and repay principal to
the Current Issuer Start-up Loan Provider in accordance with
the terms of the Current Issuer Start-up Loan Agreement; and
(b) the Current Issuer Start-up Loan Agreement expressly
provides that all amounts due from Funding thereunder are to
be secured by or pursuant to the Funding Deed of Charge.
2.3 Funding hereby represents and warrants to the Security Trustee and
each of the Funding Secured Creditors that as at the date of this
Deed, the conditions to incurring further secured financial
indebtedness set out in Clause 2.2 (New Intercompany Loan Agreements)
of the Intercompany Loan Terms and Conditions are satisfied.
3. Accession
3.1 In consideration of the Current Issuer New Funding Secured Creditors
being accepted as Funding Secured Creditors for the purposes of the
Funding Deed of Charge by the parties thereto as from the date of
this Deed, each of the Current Issuer New Funding Secured Creditors:
(a) confirms that as from the date of this Deed, it will become
and intends to be a party to the Funding Deed of Charge as a
Funding Secured Creditor;
(b) undertakes to comply with and be bound by all of the
provisions of the Master Definitions Schedule and the
Current Issuer Master Definitions Schedule (as the same may
be amended, varied or restated from time to time) and the
Funding Deed of Charge in its capacity as a Funding Secured
Creditor, as if it had been an original party thereto;
(c) undertakes to perform, comply with and be bound by all of
the provisions of the Funding Deed of Charge in its capacity
as a Funding Secured Creditor, as if it had been an original
party thereto including, without limitation, Clause 20.3
(Funding Secured Creditors), Clause 8.3 (Funding
Post-Enforcement Priority of Payments), Clause 8.6 (Security
Trustee Rights upon Enforcement) and Clause 6 (Restrictions
on Exercise of Certain Rights); and
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(d) agrees that the Security Trustee shall be the Security
Trustee of the Funding Deed of Charge for all Funding
Secured Creditors upon and subject to the terms set out in
the Funding Deed of Charge.
3.2 The Current Issuer Note Trustee:
(a) confirms that as of the date of this Deed, it becomes and
intends to be party to the Funding Deed of Charge; and
(b) agrees to comply with and be bound by the provisions of the
Funding Deed of Charge relating to the Note Trustee and
agrees that all references to the Note Trustee in the
Funding Deed of Charge and this Deed shall be construed as
including the note trustee under the Current Issuer Deed of
Charge and Current Issuer Trust Deed.
4. Funding Security
4.1 Funding, by way of first fixed security for the payment or discharge
of that portion of the Funding Secured Obligations which represent
the obligations and liabilities of Funding to the Current Issuer
under the Current Issuer Intercompany Loan Agreement, subject to
Clause 4 (Release of Funding Charged Property) of the Funding Deed of
Charge, hereby:
(a) assigns by way of first fixed security to the Security
Trustee for the benefit of the Current Issuer all of its
right, title, benefit and interest, present and future, in,
to and under:
(i) the Funding (Current Issuer) Bank Account Agreement; and
(ii) the Funding (Current Issuer) Guaranteed Investment
Contract,
including all rights to receive payment of any amounts which
may become payable to Funding thereunder and all payments
received by Funding thereunder including, without
limitation, all rights to serve notices and/or make demands
thereunder and/or to take such steps as are required to
cause payments to become due and payable thereunder and all
rights of action in respect of any breach thereof and all
rights to receive damages or obtain relief in respect
thereof and the proceeds of any of the foregoing, TO HOLD
the same unto the Security Trustee absolutely;
(b) assigns by way of first fixed security in favour of the
Security Trustee for the benefit of the Current Issuer all
of its rights, title, benefit and interest, present and
future, in and to all monies now or at any time hereafter
standing to the credit of the Funding (Current Issuer) GIC
Account and the debts represented by them together with all
rights and claims relating or attached thereto
5
including, without limitation, the right to interest and the
proceeds of any of the foregoing, TO HOLD the same unto the
Security Trustee absolutely; and
(c) charges by way of first fixed security to the Security
Trustee for the benefit of the Current Issuer all of its
right, title, benefit and interest, present and future in,
to and under any Authorised Investment purchased using
monies standing to the credit of the Funding (Current
Issuer) GIC Account and all rights in respect of or
ancillary to such Authorised Investments, including the
right to income and the proceeds of any of the foregoing, TO
HOLD the same unto the Security Trustee absolutely.
4.2 (a) Funding, by way of first fixed security for the payment or
discharge of the Funding Secured Obligations, subject to
Clause 4 (Release of Funding Charged Property) of the
Funding Deed of Charge, hereby assigns to the Security
Trustee, save to the extent that the same may be situate in
Jersey at any relevant time, all of its right, title,
benefit and interest, present and future, in, to and under
the Current Issuer Start-up Loan Agreement, including,
without limitation, all rights to receive payment of any
amounts which may become payable to Funding thereunder and
all payments received by Funding thereunder, all rights to
serve notices and/or make demands thereunder and/or to take
such steps as are required to cause payments to become due
and payable thereunder, all rights of action in respect of
any breach thereof and all rights to receive damages or
obtain relief in respect thereof and the proceeds of any of
the foregoing, TO HOLD the same unto the Security Trustee
absolutely.
(b) To the intent that the Security Trustee shall have a
security interest in accordance with the Jersey Security Law
(and as secured party for the purposes of such law) for the
payment or discharge of the Funding Secured Obligations,
subject to Clause 4 (Release of Funding Charged Property) of
the Funding Deed of Charge, Funding (as debtor for the
purposes of the Jersey Security Law) hereby assigns, to the
extent that the same may be situate in Jersey at any
relevant time to the Security Trustee all of its right,
title, benefit and interest, present and future, in, to and
under the Current Issuer Start-up Loan Agreement, including,
without limitation, all rights to receive payment of any
amounts which may become payable to Funding thereunder and
all payments received by Funding thereunder, all rights to
serve notices and/or make demands thereunder and/or to take
such steps as are required to cause payments to become due
and payable thereunder, all rights of action in respect of
any breach thereof and all rights to receive damages or
obtain relief in respect thereof and the proceeds of any of
the foregoing, TO HOLD the same unto the Security Trustee
absolutely.
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5. Title Guarantee
Each of the dispositions of, assignments of and charges over,
property effected in or pursuant to Clause 4 (Accounts for Issuers)
is made with full title guarantee.
6. Application
Prior to and following enforcement of the Funding Security all
amounts at any time held by Funding, the Cash Manager or the Security
Trustee in respect of the security created under this Deed shall be
held and/or applied by such person subject to and in accordance with
the relevant provisions of the Funding Deed of Charge.
7. Scope of the Funding Deed of Charge
Funding, the Current Issuer New Funding Secured Creditors and the
Funding Secured Creditors (including the Security Trustee) hereby
agree that for the relevant purposes under the Funding Deed of Charge
and the Master Definitions Schedule:
(a) the Current Issuer Intercompany Loan Agreement shall be
treated as a Funding Transaction Document;
(b) the Current Issuer Start-up Loan Agreement shall be treated
as a Funding Transaction Document;
(c) the Funding (Current Issuer) Bank Account Agreement shall be
treated as a Funding Transaction Document;
(d) the Funding (Current Issuer) Guaranteed Investment Contract
shall be treated as a Funding Transaction Document;
(e) the property and assets of Funding expressed to be assigned
or charged pursuant to this Deed shall constitute Funding
Charged Property; and
(f) each of the Current Issuer New Funding Secured Creditors
shall be treated as a Funding Secured Creditor.
8. Notices and Acknowledgements
(a) The execution of this Deed by the Current Issuer New Funding
Secured Creditors shall constitute notice to such Current
Issuer New Funding Secured Creditors of the assignments made
by Funding pursuant to Clause 3 (Funding Security) of the
Funding Deed of Charge. The execution of this Deed by each
other Funding Secured Creditor shall constitute notice to
such Funding Secured Creditor of the assignments made by
Funding pursuant to this Deed.
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(b) By its execution of this Deed, each of the Current Issuer
New Funding Secured Creditors acknowledges that it has
notice of and consents to the assignments, charges and
Security Interests (including the Jersey Security Interests)
made or granted by Funding pursuant to Clause 3 (Funding
Security) of the Funding Deed of Charge and also
acknowledges that as at the date hereof it has not received
from any other person any notice of any assignment or charge
of any of the property the subject of such Security
Interests. By its execution of this Deed, each other Funding
Secured Creditor acknowledges that it has notice of and
consents to the assignments, charges and Security Interests
made or granted by Funding pursuant to this Deed and also
acknowledges that as at the date hereof it has not received
from any other person any notice of any assignment or charge
of any of the property the subject of such Security
Interests.
(c) Notwithstanding the assignments and charges granted pursuant
to Clause 3 (Funding Security) of the Funding Deed of Charge
or pursuant to this Deed, the parties hereto acknowledge
that, subject as provided otherwise in the Funding Deed of
Charge, each Funding Secured Creditor and each other party
to any Funding Transaction Document may continue to make all
payments becoming due to Funding under any Funding
Transaction Document in the manner envisaged by such Funding
Transaction Document until the receipt of written notice
from the Security Trustee or any Receiver requiring payments
to be made otherwise.
9. Amendment to the Funding Priority of Payments
The Funding Secured Creditors agree to amend and restate the Funding
Priority of Payments set out in Part I and Part II of Schedule 3 of
the Funding Deed of Charge in accordance with Appendix 1 hereto.
10. Notices and Demands
Any notice or communication under or in connection with this Deed
shall be given in the manner and at the times set out in Clause 24
(Notices) of the Funding Deed of Charge. For the purposes of such
Clause 24 (Notices), as at the date of this Deed the relevant contact
details for the Current Issuer are:
Granite Mortgages 04-1 plc
Xxxxx Xxxxx
000 Xxxx Xxxxxx
Xxxxxx XX0X 0XX
For the attention of: The Company Secretary
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Telephone: x00 000 0000 0000
Facsimile: x00 000 0000 0000
and for the Current Issuer Start-up Loan Provider are:
Northern Rock PLC
Xxxxxxxx Xxxx Xxxxx
Xxxxxxxx
Xxxxxxxxx xxxx Xxxx
XX0 0XX
For the attention of: The Group Secretary
Facsimile: x00 (0)000 000 0000
and for the Current Issuer Note Trustee are:
The Bank of New York
00xx Xxxxx, Xxx Xxxxxx Xxxxxx
Xxxxxx X00 0XX
For the attention of: Corporate Trust (Global Structured
Finance)
Facsimile: x00 (000) 0000 0000.
11. Non Petition Covenant
Each of the parties hereto hereby agrees that it shall not institute
against Funding, the Mortgages Trustee or any Issuer 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. The provisions of Clause 6
(Restrictions on Exercise of Certain Rights) of the Funding Deed of
Charge shall prevail in the event that and to the extent that they
conflict with the provisions of this Clause.
12. Third Party Rights
A person who is not a party to this Deed may not enforce any of its
terms under the Contracts (Rights of Third Parties) Xxx 0000, but
this shall not affect any right or remedy of a third party which
exists or is available apart from that Act.
9
13. Execution in Counterparts
This Deed may be executed in any number of counterparts (manually or
by facsimile) and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one
and the same instrument.
14. Governing Law and Jurisdiction; Appropriate Forum
14.1 This Deed is governed by and shall be construed in accordance with
English law save that those parts of this Deed concerned with the
creation, subsistence or enforcement of Jersey Security Interests
shall be governed by and in accordance with Jersey law.
14.2 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 Deed and, for such purposes,
irrevocably submits to the jurisdiction of such courts.
14.3 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.
15. 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.
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DULY EXECUTED AND DELIVERED AS A DEED by each of the parties hereto or on its
behalf on the date appearing on page one.
Funding
Executed by
GRANITE FINANCE FUNDING LIMITED
as its deed as follows: By
Signed for and on its behalf by one of its -----------------------------
directors and by another of its directors/its Director
secretary
Name
-----------------------------
By
-----------------------------
Director/Secretary
Name
-----------------------------
The Security Trustee/The Note Trustee in respect of the Previous Issuers
and the Current Issuer Note Trustee
Executed by
THE BANK OF NEW YORK
as its deed as follows: By
Signed for and on its behalf by one of its -----------------------------
duly authorised signatories
Name
-----------------------------
Executed by
GRANITE MORTGAGES 01-1 PLC By
as its deed as follows: -----------------------------
Signed for and on its behalf by one of its for and on behalf of LDC
directors and by another of its Securitisation Director
directors/its secretary No. 1 Ltd
Name Xxxxx Xxxxxxxxx
-----------------------------
By
-----------------------------
for and on behalf of LDC
Securitisation Director
No.2 Ltd
Name Xxx Xxxxxx
-----------------------------
11
Executed by
GRANITE MORTGAGES 01-2 PLC
as its deed as follows: By
Signed for and on its behalf by one of its ----------------------------
directors and by another of its for and on behalf of LDC
directors/its secretary Securitisation Director
No.1 Ltd
Name Xxxxx Xxxxxxxxx
----------------------------
By
----------------------------
for and on behalf of LDC
Securitisation Director
No.2 Ltd
Name Xxx Xxxxxx
----------------------------
Executed by
GRANITE MORTGAGES 02-1 PLC
as its deed as follows: By
Signed for and on its behalf by one of its -----------------------------
directors and by another of its for and on behalf of LDC
directors/its secretary Securitisation Director
No.1 Ltd
Name Xxxxx Xxxxxxxxx
-----------------------------
By
-----------------------------
for and on behalf of LDC
Securitisation Director
No.2 Ltd
Name Xxx Xxxxxx
-----------------------------
Executed by
GRANITE MORTGAGES 02-2 PLC
as its deed as follows: By
Signed for and on its behalf by one of its ----------------------------
directors and by another of its for and on behalf of LDC
directors/its secretary Securitisation Director
No.1 Ltd
Name Xxxxx Xxxxxxxxx
----------------------------
By
----------------------------
for and on behalf of LDC
Securitisation Director
No.2 Ltd
Name Xxx Xxxxxx
----------------------------
12
Executed by
GRANITE MORTGAGES 03-1 PLC
as its deed as follows: By
Signed for and on its behalf by one of -----------------------------
its directors and by another of its for and on behalf of LDC
directors/its secretary Securitisation Director
No.1 Ltd
Name Xxxxx Xxxxxxxxx
-----------------------------
By
-----------------------------
for and on behalf of LDC
Securitisation Director
No.2 Ltd
Name Xxx Xxxxxx
-----------------------------
Executed by By
GRANITE MORTGAGES 03-2 PLC
as its deed as follows: By
Signed for and on its behalf by one of its -----------------------------
directors and by another of its for and on behalf of LDC
directors/its secretary Securitisation Director
No.1 Ltd
Name Xxxxx Xxxxxxxxx
-----------------------------
By
-----------------------------
for and on behalf of LDC
Securitisation Director
No.2 Ltd
Name Xxx Xxxxxx
-----------------------------
Executed by
GRANITE MORTGAGES 03-3 PLC
as its deed as follows: By
Signed for and on its behalf by one of its -----------------------------
directors and by another of its for and on behalf of LDC
directors/its secretary Securitisation Director
No.1 Ltd
Name Xxxxx Xxxxxxxxx
-----------------------------
By
-----------------------------
for and on behalf of LDC
Securitisation Director
No.2 Ltd
Name Xxx Xxxxxx
-----------------------------
13
Current Issuer
Executed by By
GRANITE MORTGAGES 04-1 PLC -----------------------------
as its deed as follows: for and on behalf of LDC
Signed for and on its behalf by one of its Securitisation Director
directors and by another of its No.1 Ltd
directors/its secretary
Name Xxxxx Xxxxxxxxx
-----------------------------
By
-----------------------------
for and on behalf of LDC
Securitisation Director
No.2 Ltd
Name Xxx Xxxxxx
-----------------------------
The Cash Manager, the Previous Start-up Loan Provider and
the Current Issuer Start-up Loan Provider
Executed by
NORTHERN ROCK PLC
as its deed as follows: By
Signed for and on its behalf by one of its duly -----------------------------
authorised attorneys/signatories Duly Authorised
Attorney/Signatory
Name
-----------------------------
Signature
--------------------------------
Witness
Full name
---------------------------------
Occupation Solicitor
--------------------------------
Address c/o Sidley Xxxxxx Xxxxx & Xxxx
---------------------------------
0 Xxxxxxxxxxxx Xxxxxx
---------------------------------
Xxxxxx XX0X 0XX
---------------------------------
The Corporate Services Provider
Executed by
MOURANT & CO. CAPITAL (SPV)
LIMITED By
as its deed as follows: ----------------------------
Signed for and on its behalf by one of Director
its directors and by another of its
directors/its secretary Name
---------------------------
By
-----------------------------
Director/Secretary
Name
-----------------------------
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The Account Bank and the Funding GIC Provider
Executed by By
LLOYDS TSB BANK PLC -----------------------------
as its deed as follows: Duly Authorised Attorney/
Signed for and on its behalf by one of its duly Signatory
authorised attorneys/signatories
Name
-----------------------------
Signature
----------------------------------------------
Witness
Full name
----------------------------------------------
Occupation Solicitor
----------------------------------------------
Address c/o Sidley Xxxxxx Xxxxx & Xxxx
----------------------------------------------
0 Xxxxxxxxxxxx Xxxxxx
----------------------------------------------
Xxxxxx XX0X 0XX
----------------------------------------------
The Mortgages Trustee
Executed by By
GRANITE FINANCE TRUSTEES LIMITED -----------------------------
as its deed as follows: Director
Signed for and on its behalf by one of its
directors and by another of its Name
directors/its secretary ----------------------------
By
-----------------------------
Director/Secretary
Name
----------------------------
15
SCHEDULE I
Utilisation of Issuer Reserves
Reserves for Current Issuer
1. Current Issuer Reserve Fund:
1.1 Prior to enforcement of the Current Issuer Security, the Current
Issuer Reserve Fund shall only be applied on any Payment Date to
increase that portion of Funding Available Revenue Receipts which are
allocated to the Current Issuer to make payments of interest and fees
due under the Current Issuer Intercompany Loan.
1.2 Following enforcement of the Current Issuer Security, to the extent
not applied on a Payment Date in accordance with 1.1 above, amounts
standing to the credit of the Current Issuer Reserve Fund Ledger
shall only be applied in making payments of principal due under the
Current Issuer Intercompany Loan (but not in respect of any other
Intercompany Loan of any other Issuer) .
2. Current Issuer Liquidity Reserve Fund:
2.1 Prior to enforcement of the Current Issuer Security, the Current
Issuer Liquidity Reserve Fund (if any is required to be established)
shall only be applied on any Payment Date to:
(a) increase that portion of Funding Available Revenue Receipts
which are allocated to the Current Issuer to pay amounts due
under the Current Issuer Intercompany Loan, but only to the
extent necessary to fund the payment by the Current Issuer
of interest and fees due on the relevant Payment Date in
respect of the Class A Notes and/or the Class B Notes and/or
the Class M Notes and to credit the Class A Principal
Deficiency Sub Ledger; and
(b) (provided that there are no Class A Notes outstanding)
increase Funding Available Revenue Receipts which are
allocated to the Current Issuer to pay interest and fees due
on the Current Issuer Intercompany Loan.
2.2 Following enforcement of the Current Issuer Security, to the extent
not applied on a Payment Date in accordance with 2.1 above, amounts
standing to the credit of the Current Issuer Liquidity Reserve Ledger
shall only be applied in making payments of principal due under the
Current Issuer Intercompany Loan (but not in respect of any other
Intercompany Loan of any other Issuer).
16
APPENDIX 1
Amended and Restated Funding Priority of Payments
Part I
Funding Pre-Enforcement Revenue Priority of Payments
Distribution of Funding Available Revenue Receipts prior to Enforcement of the
Funding Security
On each Payment Date or, in respect of amounts due to third parties by Funding
under paragraph (B), when due, prior to enforcement of the Funding Security,
the Cash Manager will, subject to the rules for application of Funding
Available Revenue Receipts (set out below), apply Group 1 Available Revenue
Receipts, Group 2 Available Revenue Receipts and amounts standing to the
credit of the Funding Expense Sub-Ledger, as applicable, in the following
order of priority (the "Funding Pre-Enforcement Revenue Priority of
Payments"):
(A) first, to pay amounts due to the Security Trustee (together
with interest and (to the extent not already inclusive) VAT
on those amounts) and to provide for any amounts due or to
become due during the following Interest Period to the
Security Trustee, under the Funding Deed of Charge or any
other Transaction Document;
(B) second, to pay amounts due to any third party creditors of
Funding (other than those referred to later in this order of
priority of payments or in the Funding Pre-enforcement
Principal Priority of Payments) of which the Cash Manager
has notice prior to the relevant Payment Date, which amounts
have been incurred without breach by Funding of the
Transaction Documents to which it is a party (and for which
payment has not been provided for elsewhere) and to provide
for any such amounts expected to become due and payable by
Funding during the following Interest Period and to pay or
discharge any liability of Funding for corporation tax on
any chargeable income or gain of Funding;
(C) third, towards payment of amounts due to the Cash Manager
under the Cash Management Agreement (together with (to the
extent not already inclusive) VAT on those amounts);
(D) fourth, in no order of priority among them, but in
proportion to the respective amounts due, towards payment of
amounts, if any, due to the Account Bank under the terms of
the Bank Account Agreement and to the Corporate Services
Provider under the Corporate Services Agreement;
17
(E) fifth, to pay, in no order of priority among them, to each
Issuer an amount up to its Issuer Allocable Revenue Receipts
in respect of interest and fees due on that Issuer's
Intercompany Loan but not exceeding the aggregate amount of,
and to be applied in the amounts and priorities set forth
in, the Issuer Pre-Liquidity Payments for that Issuer;
(F) sixth, to pay, in no order of priority among them, such
amount for each Issuer up to its Issuer Allocable Revenue
Receipts as is necessary to replenish the Issuer Liquidity
Reserve Fund, if any, established in respect of that Issuer
up to the Issuer Liquidity Reserve Required Amount (but only
to the extent that monies have been drawn from the relevant
Issuer Liquidity Reserve Fund to pay interest and fees due
under the relevant Intercompany Loan and only to replenish
the Issuer Liquidity Reserve Fund of an Issuer to the extent
that there are Class A Notes issued by the such Issuer
outstanding on such Payment Date);
(G) seventh, to pay, in no order of priority among them, to each
Issuer an amount up to its Issuer Allocable Revenue Receipts
in respect of interest and fees due on that Issuer's
Intercompany Loan but not exceeding the aggregate amount of,
and to be applied in the amounts and priorities set forth
in, the Issuer Post-Liquidity Payments for that Issuer;
(H) eighth, to pay, in no order of priority among them, such
amount for each Issuer up to its Issuer Allocable Revenue
Receipts as is necessary to fund the Issuer Reserve Fund
established in respect of that Issuer up to the Issuer
Reserve Required Amount or to replenish such Issuer Reserve
Fund up to the related Issuer Reserve Required Amount (to
the extent that monies have been drawn from such Issuer
Reserve Fund to pay interest and fees under the relevant
Intercompany Loan);
(I) ninth, to pay in no order of priority among them, to each
Issuer an amount up to its Issuer Allocable Revenue Receipts
in respect of interest, principal (in the case of the
Special Repayment Notes) and fees due on that Issuer's
Intercompany Loan but not exceeding the aggregate amount of,
and to be applied in the amounts and priorities set forth
in, the Issuer Pre-Reserve Payments for that Issuer;
(J) tenth, in no order of priority among them, from Issuer
Allocable Revenue Receipts, to credit the Funding Reserve
Ledger in an amount up to the Funding Reserve Required
Amount;
(K) eleventh, to pay to each Issuer, in no order of priority
among them but in proportion to the respective amounts due,
an amount up to its Issuer Allocable
18
Revenue Receipts in respect of interest and fees due on that
Issuer's Intercompany Loan but not exceeding the aggregate
amount of, and to be applied in the amounts and priorities
set forth in, the Issuer Post-Reserve Payments for that
Issuer;
(L) twelfth, in no order of priority among them, but in
proportion to the respective amounts due, from Issuer
Allocable Revenue Receipts, towards payment of interest and
principal amounts due to each Issuer Start-up Loan Provider
under the relevant Issuer Start-up Loan Agreement;
(M) thirteenth, in no order of priority among them, but in
proportion to the respective amounts due, to pay to each
Issuer an amount up to its Issuer Allocable Revenue Receipts
in respect of interest and fees and any other amount (if
any) due on that Issuer's Intercompany Loan but not
exceeding the aggregate amount of, and to be applied in the
amounts and priorities set forth in, the Issuer Post
Start-up Payments for that Issuer;
(N) fourteenth, to the extent required, to apply, on the Payment
Date for Group 1 Issuers, all Group 1 Shared Issuer Revenue
Receipts or, on the Payment Date for Group 2 Issuers, Group
2 Shared Issuer Revenue Receipts, as applicable, in the
priorities set forth in items (E) through (M) above;
(O) fifteenth, towards payment to Funding of an amount equal to
0.01% per annum of the Funding Available Revenue Receipts,
which amount will be retained by Funding as profit less
corporation tax in respect of those profits provided for or
paid at item (B) above;
(P) sixteenth, towards payment of any Deferred Contribution due
to the Mortgages Trustee pursuant to the terms of the
Mortgages Trust Deed; and
(Q) last, towards payment to the shareholders of Funding of any
dividend declared by Funding.
PROVIDED THAT no amount will be applied in replenishing any of the reserve
funds held by Funding in respect of an Issuer under paragraphs (F) and/or (H)
above following an enforcement of the Issuer Security relating to that Issuer.
For the avoidance of doubt, references to the Issuer Allocable Revenue
Receipts for a particular Issuer in items (E) through (M) (inclusive) above
shall be reduced by any amounts already allocated to that Issuer in the above
Priority of Payments on that Payment Date.
Rules for application of Funding Available Revenue Receipts
19
(1) (A) Subject as provided in paragraphs (2) through (4) below, the
portion of Issuer Allocable Revenue Receipts for all Group 1
Issuers remaining after item (M) of the Funding
Pre-Enforcement Revenue Priority of Payments, together with
any additional Funding Available Revenue Receipts under
paragraph (3) below, shall constitute "Group 1 Shared Issuer
Revenue Receipts". Group 1 Shared Issuer Revenue Receipts
will be reallocated by the Cash Manager on a Payment Date
for Group 1 Issuers in accordance with item (N) of the
Funding Pre-Enforcement Revenue Priority of Payments and
will continue to be distributed on such Payment Date in
accordance with items (E) through (M) of the Funding
Pre-Enforcement Revenue Priority of Payments until there are
no remaining amounts of Group 1 Shared Issuer Revenue
Receipts to be reallocated and distributed on such Payment
Date. If there is more than one Group 1 Issuer that is
entitled to Group 1 Shared Issuer Revenue Receipts then each
such Group 1 Issuer will be reallocated a portion of the
Group 1 Shared Issuer Revenue Receipts equal to:
Outstanding Principal Balance of
the Intercompany Loan of such Group I Issuer
Amount of Shared Group 1 Issuer Revenue Receipts x ---------------------------------------------
Aggregate Outstanding Principal Balance of
the Intercompany Loans of all Group 1 Issuers
(B) Subject as provided in paragraphs (2) through (4) below, the
portion of Issuer Allocable Revenue Receipts for all Group 2
Issuers remaining after item (M) of the Funding
Pre-Enforcement Revenue Priority of Payments, together with
any additional Funding Available Revenue Receipts under
paragraph (3) below, shall constitute "Group 2 Shared Issuer
Revenue Receipts". Group 2 Shared Issuer Revenue Receipts
will be reallocated by the Cash Manager on a Payment Date
for Group 2 Issuers distributed on such Payment Date in
accordance with item (N) of the Funding Pre-Enforcement
Revenue Priority of Payments and will continue to be
distributed on such Payment Date in accordance with items
(E) through (M) of the Funding Pre-Enforcement Revenue
Priority of Payments until there are no remaining amounts of
Group 2 Shared Issuer Revenue Receipts to be reallocated and
distributed on such Payment Date. If there is more than one
Group 2 Issuer that is entitled to Group 2 Shared Issuer
Revenue Receipts, then each such Group 2 Issuer will be
reallocated a portion of Shared Issuer Revenue Receipts
equal to:
Outstanding Principal Balance of
the Intercompany Loan of such Group 2 Issuer
Amount of Shared Group 2 Issuer Revenue Receipts x ---------------------------------------------
Aggregate Outstanding Principal Balance of
the Intercompany Loans of all Group 2 Issuers
(2) No Issuer shall be entitled to or shall receive any amount of Issuer
Allocable Revenue Receipts from Funding on a Payment Date on which
such Issuer is not required by
20
that Issuer to make a payment on that date in accordance with the
relevant Issuer Pre-Enforcement Revenue Priority of Payments or other
relevant Issuer Priority of Payments which applies to that Issuer on
that date, and the Cash Manager will take account of all of the funds
which are or will become available to that Issuer on that Payment
Date and which constitute Issuer Available Revenue Receipts
(including any payments due under any Swap Agreement and any interest
or other income received or to be received) for that Issuer for the
purpose of making this determination.
(3) Unless and until the Intercompany Loan of any Issuer has been repaid
in full and Funding has no further liability under the relevant
Intercompany Loan Agreement, amounts standing to the credit of the
Issuer Reserve Ledger and the Issuer Liquidity Reserve Ledger, if
any, established by Funding for that Issuer may only be utilized by
Funding in making payments due under that Issuer's Intercompany Loan
and may not be used in or towards the payment of any other liability
of Funding. On the Payment Date following the repayment in full of
the Intercompany Loan of that Issuer and provided that Funding has no
further liability in respect of the relevant Intercompany Loan
Agreement, any remaining amounts standing to the credit of the Issuer
Reserve Ledger and the Issuer Liquidity Reserve Ledger, if any, of
that Issuer will constitute [additional Funding Available Revenue
Receipts for the purpose of paragraphs (N) through (Q) of the Funding
Pre-Enforcement Revenue Priority of Payments] [to discuss with
managers] and may be utilized by Funding in paying any other
liability of Funding subject to and in accordance with the relevant
Funding Priority of Payments.
(4) If on any Payment Date any Issuer Allocable Revenue Receipts and/or
any Group 1 Shared Issuer Revenue Receipts or Group 2 Shared Issuer
Revenue Receipts, as applicable, are paid to an Issuer and are
applied by that Issuer, in reducing any deficiency recorded on the
Issuer Principal Deficiency Ledger of that Issuer (but only to the
extent that any deficiency which has arisen as a result of (i) losses
on the Mortgage Loans allocated by Funding to the Issuer and/or (ii)
the application of Funding Available Principal Receipts to fund the
Issuer Liquidity Reserve Fund of the Issuer, but not as a result of
any other principal deficiency of the Issuer), then the Issuer
Allocable Revenue Receipts and/or Group 1 Shared Issuer Revenue
Receipts or Group 2 Shared Issuer Revenue Receipts so applied shall
constitute repayments of principal under the relevant Intercompany
Loan and shall reduce the Outstanding Principal Balance of that
Intercompany Loan accordingly.
To the extent that (a) an amount payable to an Issuer pursuant to the
Funding Pre-Enforcement Revenue Priority of Payments on any Payment
Date would, in accordance with the Issuer Pre-Enforcement Revenue
Priority of Payments relating to the Issuer, be credited by the
Issuer to its Issuer Principal Deficiency Ledger, and (b)
21
the amount to be treated as principal as a result of making such
credit would result in the Issuer Available Principal Receipts of
that Issuer on that Payment Date being in excess of the Principal
Amount to be repaid by that Issuer in respect of its Notes on that
Payment Date, then an amount equal to that excess shall be reapplied
by Funding as Group 1 Available Principal Receipts or Group 2
Available Principal Receipts as applicable.
(5) The Cash Manager will distribute Group 1 Available Revenue Receipts
only on each Payment Date for Group 1 Issuers and Group 2 Available
Revenue Receipts only on each Payment Date for Group 2 Issuers. Group
1 Available Revenue Receipts and Group 2 Available Revenue Receipts
will be applied (subject to paragraph (7) below) to pay amounts set
forth in paragraphs (E)-(Q) of the Funding Pre-Enforcement Revenue
Priority of Payments and (D)-(G) of the Funding Post-Enforcement
Priority of Payments.
(6) All references to an "Issuer" or "Issuers" in the Funding
Pre-Enforcement Revenue Priority of Payments shall be construed to
refer to an Issuer or Issuers in Group 1 on a Payment Date for Group
1 Issuers and in Group 2 on a Payment Date for Group 2 Issuers.
(7) On Payment Dates for both Group 1 Issuers and Group 2 Issuers the
Cash Manager will apply amounts standing to the credit of the Funding
Expense Sub-Ledger on the immediately preceding Distribution Date to
pay the amounts set forth in paragraphs (A)-(D) of the Funding
Pre-Enforcement Revenue Priority of Payments and paragraph (A)-(C) of
the Funding Post-Enforcement Priority of Payments.
(8) To the extent that on any Payment Date for Group 1 Issuers or Payment
Date for Group 2 Issuers amounts standing to the credit of the
Funding Expense Sub-Ledger distributed pursuant to paragraph (7)
above are insufficient to pay all amounts described in such paragraph
(7), then the Cash Manager will apply, on the Payment Date for Group
1 Issuers, Group 1 Available Revenue Receipts or, on the Payment Date
for Group 1 Issuers, Group 2 Available Revenue Receipts, to pay such
amounts. If Group 1 Available Revenue Receipts or Group 2 Available
Revenue Receipts, as applicable, are insufficient to pay all
remaining amounts as described in paragraph 7 above, the Cash Manager
will apply amounts staduing to the credit of the Funding Expense
Sub-Ledger [ up to the Group 1 Share Percentage or Group 2 Share
Percentage thereof, as the case4 may be,] to pay such amounts.
(9) Group 1 Available Revenue Receipts may not be used to make
payments to Group 2 Issuers and Group 2 Available Revenue Receipts
may not be used to make payments to Group 1 Issuers.
22
Part II
Funding Pre-Enforcement Principal Priority of Payments
On each Payment Date prior to enforcement of the Funding Security, the Cash
Manager will, subject to the rules for application of Funding Available
Principal Receipts set forth below, apply Group 1 Available Principal Receipts
or Group 2 Available Principal Receipts, as applicable, as follows (the
"Funding Pre-Enforcement Principal Priority of Payments"):
(1) On each Payment Date for Group 1 Issuers, Group 1 Available Principal
Receipts to each Group 1 Issuer in the following order of priority:
(A) first, to fund or replenish, as the case may be, the Issuer
Liquidity Reserve Fund, if any, of each Group 1 Issuer up to
the Issuer Liquidity Reserve Required Amount but only from
and to the extent of the Issuer Allocable Principal Receipts
for that Issuer;
(B) second, to pay to (or, if required under that Issuer's
Intercompany Loan, set aside for) each Group 1 Issuer an
amount up to its Issuer Allocable Principal Receipts in
respect of principal due (or, if required under that
Issuer's Intercompany Loan, to become due) on that Issuer's
Intercompany Loan, which shall be an amount up to the
aggregate amount of, and shall be applied in the amounts and
priorities set forth in, the Issuer Principal Payments for
that Issuer;
(C) third, to pay to (or, if required under that Issuer's
Intercompany Loan, set aside for) each Group 1 Issuer an
amount up to its allocable portion of Group 1 Shared Issuer
Principal Receipts in respect of principal due (or, if
required under that Issuer's Intercompany Loan, to become
due) on that Issuer's Intercompany Loan, which in the case
of that Group 1 Issuer shall be an amount up to the
aggregate amount of, and shall be applied in the amounts and
priorities set forth in, the Issuer Principal Payments for
that Issuer until there are no remaining Group 1 Available
Principal Receipts on such Payment Date; and
(D) last, to credit any remaining amounts to the Funding
Principal Ledger,
(2) On each Payment Date for Group 2 Issuers, Group 2 Available Principal
Receipts to each Group 2 Issuer in the following order of priority:
(A) first, to fund (either initially or to replenish, as the
case may be) the Issuer Liquidity Reserve Fund, if any, of
each Group 2 Issuer up to the Issuer Liquidity Reserve
Required Amount but only from and to the extent of the
Issuer Allocable Principal Receipts for that Issuer;
23
(B) second, to pay to (or, if required under that Issuer's
Intercompany Loan, set aside for) each Group 2 Issuer an
amount up to its Issuer Allocable Principal Receipts in
respect of principal due (or, if required under that
Issuer's Intercompany Loan, to become due) on that Issuer's
Intercompany Loan, which shall be an amount up to the
aggregate amount of, and shall be applied in the amounts and
priorities set forth in, the Issuer Principal Payments for
that Issuer.
(C) third, to pay to (or, if required under the Issuer's
Intercompany Loan, set aside for) each Group 2 Issuer an
amount up to its allocable portion of Group 2 Shared Issuer
Principal Receipts in respect of principal due (or, if
required under that Issuer's Intercompany Loan, to become
due) on that Issuer's Intercompany Loan, which in the case
of that Group 2 Issuer shall be an amount up to the
aggregate amount of, and shall be applied in the amounts and
priorities set forth in, the Issuer Principal Payments for
that Issuer until there are no remaining Group 2 Available
Principal Receipts on such Payment Date; and
(D) last, to credit any remaining amounts to the Funding
Principal Ledger.
PROVIDED THAT no amount will be applied in replenishing the Issuer Liquidity
Reserve Fund held by Funding in respect of an Issuer under paragraphs (1)(A)
or (2)(A) above following an enforcement of the Issuer Security relating to
that Issuer.
Rules for application of Funding available principal receipts
(1) (A) On the Distribution Date immediately preceding a Payment
Date for Group 1 Issuers, the Cash Manager will calculate
the "Issuer Allocable Principal Receipts" for each such
Issuer in respect of the relevant Payment Date which,
subject as provided in paragraphs (2) through (8) below, is
for any Issuer an amount which is equal to the sum of:
(a) the aggregate of:
(i) for any Group 1 Issuer, the amount, if any, by
which the Issuer Liquidity Reserve Fund relating to
that Issuer will be less than the Issuer Liquidity
Reserve Required Amount in each case prior to the
distribution of Group 1 Available Principal
Receipts on the Payment Date for Group 1 Issuers
immediately succeeding such Distribution Date; and
(ii) for any Group 1 Issuer which has a Money Market
Note still outstanding up to the amount equal to
the Controlled Amortization
24
Amount due on such Money Market Note, if any, on the
Payment Date for Group 1 Issuers immediately
succeeding such Distribution Date;
(b) for any Group 1 Issuer, an amount equal to the lesser of:
(i) (only if relevant) the principal amount due on the
Intercompany Loan of such Issuer which is an amount
equal to the Controlled Amortisation Amount due, if
any, on the Payment Date for Group 1 Issuers
immediately succeeding such Distribution Date
(excluding any amount calculated in accordance with
paragraph 1(A)(a)); and
(ii) an amount equal to:
Group 1 Available Principal Receipts minus the Outstanding Principal Balance on such
aggregate amount under (1)(A)(a) above in x Group 1 Issuer's Intercompany Loan
respect of the relevant Issuer on such Payment --------------------------------------
Date Aggregate Outstanding Principal
Balance of all Intercompany Loans of
Group 1 Issuers
Group 1 Available Principal Receipts minus
(B) On the Distribution Date immediately preceding a Payment
Date for Group 2 Issuers, the Cash Manager will calculate
the "Issuer Allocable Principal Receipts" for each such
Issuer in respect of the relevant Payment Date which,
subject as provided in paragraphs (2) through (8) below, is
an amount which is equal to the sum of:
(a) the aggregate of:
(i) for any Group 2 Issuer, the amount, if any, by
which the Issuer Liquidity Reserve Fund relating to
that Issuer will be less than the Issuer Liquidity
Reserve Required Amount in each case prior to the
distribution of Group 2 Available Principal
Receipts on the Payment Date immediately succeeding
such Distribution Date; and
(ii) for any Group 2 Issuer which has a Money Market
Note still outstanding, up to the amount equal to
the Controlled Amortization Amount due on each
Money Market Note, if any, on the Payment Date
immediately succeeding such Distribution Date; and
(b) for any Group 2 Issuer, an amount equal to the lesser of:
(i) (only if relevant) the principal amount due on the
Intercompany Loan of such Issuer which is an amount
equal to the Controlled Amortization Amount due, if
any, on the Payment Date for Group 2 Issuers
immediately succeeding such Distribution Date
(excluding any amount calculated in accordance with
paragraph 1(B)(a)); and
25
(ii) an amount equal to:
Group 2 Available Principal Receipts minus the Outstanding Principal Balance on such
aggregate amount under (1)(B)(a) above in x Group 2 Issuer's Intercompany Loan
respect of the relevant Issuer on such Payment --------------------------------------
Date Aggregate Outstanding Principal
Balance of all Intercompany Loans of
Group 2 Issuers
PROVIDED THAT,
(a) subject as provided in paragraphs (2) through (8)
below, for the purpose only of determining the
amount of Issuer Allocable Principal Receipts which
may be allocated and paid to the relevant Group 1
Issuer or Group 2 Issuer (but not to any other
Issuer) in accordance with this paragraph (1),
following an enforcement of the Issuer Security
relating to that Issuer the amount so determined
may be increased to the extent of the aggregate of
any amounts standing to the credit of the Issuer
Liquidity Reserve Ledger, if any, and the Issuer
Reserve Ledger of that Issuer remaining on the
relevant Payment Date after the application of such
reserve funds in accordance with the Funding
Pre-Enforcement Revenue Priority of Payments; and
(b) for the purposes only of determining the amount of
Group 1 Shared Issuer Principal Receipts and Group
2 Shared Issuer Principal Receipts in accordance
with paragraph (6) below, Issuer Allocable
Principal Receipts (in respect of a Group 1 Issuer)
shall be an amount equal to the amount calculated
in accordance with paragraphs 1(A)(a) and
(1)(A)(b)(ii) and paragraph (1)(A)(b)(i) shall not
apply and (in respect of a Group 2 Issuer) shall be
an mount equal to the amount calculated in
accordance with paragraphs (1)(B)(a) and
(1)(B)(b)(ii) above paragraph (1)(B)(b)(i) above
shall not apply.
(2) If the Notes of any Issuer have become immediately due and
payable as a result of the service of a Note Enforcement
Notice or if the Intercompany Loan of any Issuer and the
other Intercompany Loans of any other Issuers have become
immediately due and payable as a result of the service of an
Intercompany Loan Enforcement Notice or otherwise on any
Payment Date following the occurrence of any Asset Trigger
Event, principal payments in respect of any Intercompany
Loan may be made in excess of any Controlled Amortisation
Amount and paragraphs (1)(A)(a) and 1(A)(b)(i) (in respect
of a Group 1 Issuer), or paragraphs (1)(B)(a) and 1(B)(b)(i)
above (in respect of a Group 2 Issuer) shall no longer apply
in relation to that Issuer and the amount of Issuer
Allocable Principal Receipts payable to that Issuer on the
relevant Payment Date may not exceed the amount determined
under paragraphs
26
(1)(A)(b)(ii) and (1)(B)(b)(ii) above (save that no
deduction shall be made from Funding Available Principal
Receipts) but subject always to any increase in that amount
as a result of the utilisation of the Issuer Reserve Fund
and the Issuer Liquidity Reserve Fund (if any) following
enforcement of the Issuer Security relating to that Issuer
as provided in that paragraph. Following the occurrence of
any Non-Asset Trigger Event (but prior to the occurrence of
an Asset Trigger Event), (1) the reference in paragraph
(1)(A)(a)(ii) and (1)(B)(a)(ii) above to the "Controlled
Amortization Amount due on such Money Market Note" shall be
deemed to refer to the "Outstanding Principal Balance of
such Money Market Note", and (2) paragraph (1)(A)(b)(i)
above (in respect of a Group 1 Issuer), or paragraph
(1)(B)(b)(i) above (in respect of a Group 1 Issuer)above
shall no longer apply in relation to the relevant Issuer and
the amount of Issuer Allocable Principal Receipts payable to
that Issuer on the relevant Payment Date may not exceed the
amount determined under paragraph (1)(A)(b)(ii) above (in
respect of a Group 1 Issuer) and (1)(B)(b)(ii) above (in
respect of a Group 2 Issuer, subject to the same
qualifications set forth in the immediately preceding
paragraph.
(3) For the purpose of determining the amount of Issuer
Allocable Principal Receipts and/or any Group 1 Shared
Issuer Principal Receipts or Group 2 Shared Issuer Principal
Receipts which may be paid to any Issuer on a Payment Date
pursuant to paragraph (1) above or paragraph (6) below, the
Outstanding Principal Balance of the relevant Intercompany
Loan shall be deemed to be reduced by the amount of:
(A) any deficiency recorded on the Issuer Principal
Deficiency Ledger of the relevant Issuer as at the
relevant Payment Date, but only to the extent that
such deficiency has arisen as a result of (i)
losses on the Mortgage Loans allocated by Funding
to that Issuer and/or (ii) the application of
Funding Available Principal Receipts to fund the
Issuer Liquidity Reserve Fund of that Issuer but
not as a result of any other principal deficiency
of that Issuer; and
(B) the Outstanding Principal Balance as at such
Payment Date of any Special Repayment Notes issued
by that Issuer.
(4) The amount of Funding Available Principal Receipts payable
to each Issuer on a Payment Date will be reduced by an
amount equal to the aggregate of the Issuer Available
Revenue Receipts of that Issuer which are to be applied on
that Payment Date in reducing deficiencies recorded on the
Issuer Principal Deficiency Ledgers, but only to the extent
that the Issuer Available Revenue Receipts which are to be
so applied on that Payment Date would not otherwise be
payable as principal on the relevant Notes on such Payment
Date.
27
(5) No Issuer shall be entitled to, or shall receive on
a Payment Date, any amount of Issuer Allocable
Principal Receipts from Funding which is not
required by that Issuer to make a payment on that
date in accordance with the relevant Issuer
Pre-Enforcement Principal Priority of Payments or
otherwise to make a payment of principal on the
Notes.
(6) (A) The portion of Issuer Allocable Principal Receipts
(calculated in accordance with paragraph
1(A)(b)(ii) above), if any, not required to be
applied by a Group 1 Issuer to pay principal on the
Notes on a Payment Date for Group 1 Issuers
together with the portion of Issuer Allocable
Principal Receipts relating to all other Group 1
Issuers not required to be so applied by such other
Group 1 Issuers (or otherwise required to be set
aside by Funding for any Group 1 Issuer) on that
Payment Date (excluding the amount of any Issuer
Reserve Fund or Issuer Liquidity Reserve Fund (if
any) of any Group 1 Issuer), shall constitute
"Group 1 Shared Issuer Principal Receipts". Group 1
Shared Issuer Principal Receipts will be
reallocated by the Cash Manager and distributed on
such Payment Date among the Group 1 Issuers until
there are no remaining amounts of Group 1 Shared
Issuer Principal Receipts to be reallocated and
distributed on such Payment Date. Save as provided
in paragraph (2) above, if there is more than one
Group 1 Issuer that is entitled to Group 1 Shared
Issuer Principal Receipts, then each such Issuer
will be reallocated a portion of the Group 1 Shared
Issuer Principal Receipts equal to:
Outstanding Principal Balance of
the Intercompany Loan of such Group I Issuer
Amount of Shared Group 1 Issuer Revenue Receipts x ---------------------------------------------
Aggregate Outstanding Principal Balance of
the Intercompany Loans of all Group 1 Issuers
(B) The portion of Issuer Allocable Principal Receipts
(calculated in accordance with paragraph (1)(B)(b)(ii)
above), if any, not required to be applied by a Group 2
Issuer to pay principal of the Notes on a Payment Date for
Group 2 Issuers together with the portion of Issuer
Allocable Principal Receipts relating to all other Group 2
Issuers not required to be so applied by such other Group 2
Issuers (or otherwise required to be set aside by Funding
for any Group 2 Issuer) on that Payment Date (excluding the
amount of any Issuer Reserve Fund or Issuer Liquidity
Reserve Fund (if any) of any Issuer) shall constitute "Group
2 Shared Issuer Principal Receipts". Group 2 Shared Issuer
Principal Receipts will be reallocated by the Cash Manager
and distributed on such Payment Date among the Group 2
Issuers until there are no remaining amounts of Group 2
Shared Issuer Principal Receipts to be reallocated and
distributed on such Payment Date. Save as provided in
paragraph (2) above, if there is more than one Group 2
Issuer that is entitled to
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Shared Issuer Principal Receipts, then each such Group 2
Issuer will be reallocated a portion of the Group 2 Shared
Issuer Principal Receipts equal to:
Outstanding Principal Balance of
the Intercompany Loan of such Group 2 Issuer
Amount of Shared Group 2 Issuer Revenue Receipts x ---------------------------------------------
Aggregate Outstanding Principal Balance of
the Intercompany Loans of all Group 2 Issuers
(7) The repayment of any Intercompany Loan prior to the
occurrence of a Trigger Event, enforcement of the Issuer
Security by the Note Trustee under the relevant Issuer Deed
of Charge or enforcement of the Funding Security by the
Security Trustee under the Funding Deed of Charge will be
made in accordance with the terms of the relevant
Intercompany Loan Agreement.
(8) The Cash Manager will distribute only Group 1 Available
Principal Receipts on each Payment Date for Group 1 Issuers
and only Group 2 Available Principal Receipts on each
Payment Date for Group 2 Issuers. No payment may be made to
Group 1 Issuers from Group 2 Available Principal Receipts
and no payment may be made to Group 2 Issuers from Group 2
Available Principal Receipts.
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Part III
Funding Post-Enforcement Priority of Payments
At any time after the security created under the Funding Deed of Charge has
become enforceable in accordance with Clause 7.2 (Enforceable) thereof and
provided that the Intercompany Loan Enforcement Notice has not been withdrawn,
all Funding Available Revenue Receipts, Funding Available Principal Receipts
and all other monies paid to or received or recovered by or on behalf of
Funding or the Security Trustee or any Receiver appointed on its behalf,
including all proceeds following any sale, realisation or enforcement of the
security created under the Funding Deed of Charge and all amounts not
previously distributed and/or standing to the credit of any Funding Bank
Account and all monies standing to the credit of the Funding Reserve Ledger
(if any) shall (if not already received by the Security Trustee) be paid to
and held by the Security Trustee on trust to apply the same (save to the
extent required otherwise by applicable law) in accordance with the rules and
the order of priority of the Funding Post-Enforcement Priority of Payments.
The Security Trustee (or the Cash Manager on its behalf) will, subject to the
rules for application of Funding Available Principal Receipts and Funding
Available Revenue Receipts set out in Part I and Part II of this Schedule,
apply all such amounts received or recovered following enforcement of the
Funding Security on each Payment Date in accordance with the following order
of priority (the "Funding Post-Enforcement Priority of Payments"):
(A) first, from amounts standing to the credit of the Funding
Expense Sub-Ledger in respect of such Payment Date, to pay
amounts due to the Security Trustee and any Receiver
appointed by the Security Trustee, together with interest
and (to the extent not already inclusive) VAT on those
amounts, and to provide for any amounts due or to become due
to the Security Trustee and the Receiver in the following
Interest Period under the Funding Deed of Charge or any
other Transaction Document;
(B) second, from amounts standing to the credit of the Funding
Expense Sub-Ledger in respect of such Payment Date, towards
payment of amounts due and payable to the Cash Manager and
any costs, charges, liabilities and expenses then due or to
become due and payable to the Cash Manager under the Cash
Management Agreement, together with (to the extent not
already inclusive) VAT on those amounts;
(C) third, from amounts standing to the credit of the Funding
Expense Sub-Ledger in respect of such Payment Date, (in no
order of priority among them but in proportion to the
respective amounts due) towards payment of amounts (if any)
due to the Account Bank under the terms of the Bank Account
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Agreement and to the Corporate Services Provider under the
Corporate Services Agreement;
(D) fourth, (1) from Group 1 Available Revenue Receipts and
Group 1 Available Principal Receipts in respect of each
Payment Date for Group 1 Issuers, (in no order of priority
among them but in proportion to the respective amounts due)
to each Group 1 Issuer its share of Issuer Allocable Revenue
Receipts and Issuer Allocable Principal Receipts towards
payment of amounts of interest, principal and fees due to
such Group 1 Issuer under such Issuer's Intercompany Loan
Agreement, which in the case of that Issuer shall be up to
the aggregate amount of the amounts, and shall be applied in
the amounts and priorities, as set forth in the Issuer
Post-Enforcement Priority of Payments for that Issuer;
(2) from Group 2 Available Revenue Receipts and Group 2
Available Principal Receipts in respect of each Payment Date
for Group 2 Issuers (in no order of priority among them but
in proportion to the respective amounts due) to each Group 2
Issuer its Issuer Allocable Revenue Receipts and Issuer
Allocable Principal Receipts, respectively, towards payment
of amounts of interest, principal and fees due to such Group
2 Issuer under such Issuer's Intercompany Loan Agreement,
which in the case of that Group 2 Issuer shall be up to the
aggregate of the amounts, and shall be applied in the
amounts and priorities, as set forth in the Issuer
Post-Enforcement Priority of Payments for that Issuer;
(E) fifth, (1) from Group 1 Available Revenue Receipts and Group
1 Available Principal Receipts in respect of each Payment
Date for Group 1 Issuers, towards payment of amounts due to
each Issuer Start-Up Loan Provider under the relevant Issuer
Start-up Loan Agreement for each Group 1 Issuer;
(2) from Group 2 Available Revenue Receipts and Group 2
Available Principal Receipts in respect of each Payment Date
for Group 2 Issuers, towards the payment of amounts due to
each Issuer Start-up Loan Provider under the relevant Issuer
Start-up Loan Agreement for each Group 2 Issuer;
(F) sixth, from any remaining Funding Available Revenue Receipts
(being the remaining Group 1 Available Revenue Receipts, the
Group 1 Available Principal Receipts, the Group 2 Available
Revenue Receipts and the Group 2 Available Principal
Receipts) in respect of such Payment Date, towards payment
of any Deferred Contribution due to the Mortgages Trustee
under the Mortgages Trust Deed; and
(G) last, to pay any amount remaining following the application
of principal and revenue set forth in paragraphs (A) through
(F) above, to Funding,
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PROVIDED THAT, to the extent that there is a shortfall in the amounts standing
to the credit of the Funding Expense Sub-Ledger, amounts payable under (A)
through (C) above may also be paid from Group 1 Available Revenue Receipts or
Group 2 Available Revenue Receipts as applicable to the relevant Payment Date.
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