Exhibit 4.5.2
Execution Version
Dated 24 September 2003
GRANITE FINANCE FUNDING LIMITED
as Funding
THE BANK OF NEW YORK
as Security Trustee
GRANITE MORTGAGES 03-3 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: 30507-19/615070
CONTENTS
1. Interpretation........................................................3
2. Representations and Warranties........................................3
3. Accession.............................................................4
4. Funding Security......................................................5
5. Title Guarantee.......................................................6
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.............................................9
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
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THIS DEED OF ACCESSION is made on 24 September 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
as Current Issuer.
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(10) 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;
(11) 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;
(12) 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;
(13) 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;
(14) 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;
(15) 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
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.
(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.
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(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 Sixth Amendment Deed made on 24 September 2003 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
(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:
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(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
(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
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(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 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
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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.
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.
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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.
(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
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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 03-3 plc
Xxxxx Xxxxx
000 Xxxx Xxxxxx
Xxxxxx XX0X 0XX
For the attention of: The Company Secretary
Telephone: x00 000 0000 0000
Facsimile: x00 000 0000 0000
and for the Current Issuer Start-up Loan Provider are:
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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.
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.
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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 Director
directors and by another of its directors/its
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
as its deed as follows: By __________________________
Signed for and on its behalf by one of its for and on behalf of LDC
directors and by another of its directors/its Securitisation Director
secretary No.1 Ltd
Name Xxxxx Xxxxxxxxx
_________________________
By _________________________
for and on behalf of LDC
Securitisation Director
No.2 Ltd
Name Xxx Xxxxxx
_________________________
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Executed by
GRANITE MORTGAGES 01-2 PLC
as its deed as follows: By __________________________
Signed for and on its behalf by one of its for and on behalf of LDC
directors and by another of its directors/its Securitisation Director
secretary 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 for and on behalf of LDC
directors and by another of its directors/its Securitisation Director
secretary 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 for and on behalf of LDC
directors and by another of its directors/its Securitisation Director
secretary No.1 Ltd
Name Xxxxx Xxxxxxxxx
_________________________
By _________________________
for and on behalf of LDC
Securitisation Director
No.2 Ltd
Name Xxx Xxxxxx
_________________________
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Executed by
GRANITE MORTGAGES 03-1 PLC
as its deed as follows: By __________________________
Signed for and on its behalf by one of its for and on behalf of LDC
directors and by another of its directors/its Securitisation Director
secretary 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 03-2 PLC
as its deed as follows: By __________________________
Signed for and on its behalf by one of its for and on behalf of LDC
directors and by another of its directors/its Securitisation Director
secretary No.1 Ltd
Name Xxxxx Xxxxxxxxx
_________________________
By _________________________
for and on behalf of LDC
Securitisation Director
No.2 Ltd
Name Xxx Xxxxxx
_________________________
Current Issuer
Executed by
GRANITE MORTGAGES 03-3 PLC
as its deed as follows: By __________________________
Signed for and on its behalf by one of its for and on behalf of LDC
directors and by another of its directors/its Securitisation Director
secretary No.1 Ltd
Name Xxxxx Xxxxxxxxx
_________________________
By _________________________
for and on behalf of LDC
Securitisation Director
No.2 Ltd
Name Xxx Xxxxxx
_________________________
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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 Attorney/Signatory
duly authorised attorneys/signatories
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: Director
Signed for and on its behalf by one of 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
LLOYDS TSB BANK PLC By __________________________
as its deed as follows: Duly Authorised Attorney/Signatory
Signed for and on its behalf by one of its
duly 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
GRANITE FINANCE TRUSTEES LIMITED
as its deed as follows: By __________________________
Signed for and on its behalf by one of its Director
directors and by another of its directors/its
secretary
Name ___________________________
By __________________________
Director/Secretary
Name ___________________________
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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).
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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 Funding Available Revenue
Receipts 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;
(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
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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 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
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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 all Shared Issuer
Revenue Receipts 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
(1) Subject as provided in paragraphs (2) through (4) below, the portion
of Issuer Allocable Revenue Receipts, 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 "Shared Issuer Revenue Receipts". Shared
Issuer Revenue Receipts will be reallocated by
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the Cash Manager on a 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 Shared Issuer Revenue
Receipts to be reallocated and distributed on such Payment Date. If
there is more than one Issuer that is entitled to Shared Issuer
Revenue Receipts then each such Issuer will be reallocated a portion
of the Shared Issuer Revenue Receipts equal to:
Outstanding Principal Balance of
the Intercompany Loan of the Issuer
Amount of Shared Issuer Revenue Receipts X ___________________________________
Aggregate Outstanding Principal
Balance of the Intercompany Loan of
all 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 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 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.
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(4) If on any Payment Date any Issuer Allocable Revenue Receipts and/or
any Shared Issuer Revenue Receipts 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 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) 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 Funding
Available Principal Receipts.
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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 Funding Available Principal Receipts
in the following order of priority (the "Funding Pre-Enforcement Principal
Priority of Payments"):
(A) first, to fund or replenish, as the case may be, the Issuer
Liquidity Reserve Fund, if any, of each 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 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 Issuer an amount up to
its allocable portion of 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 the 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 Funding
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 paragraph (A) above
following an enforcement of the Issuer Security relating to that Issuer.
Rules for application of Funding available principal receipts
(1) On the Distribution Date immediately preceding such Payment
Date, the Cash Manager will calculate the "Issuer Allocable
Principal Receipts" for each Issuer in respect of the relevant
Payment Date which, subject as provided in paragraphs (2)
through (7) below, is for any Issuer an amount which is equal
to the sum of:
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(A) the aggregate of:
(a) for any 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 Funding Available Principal Receipts on the Payment
Date immediately succeeding such Distribution Date;
and
(b) for any Issuer which has a Money Market Note still
outstanding up to the amount equal to the Controlled
Amortization Amount due on such Money Market Note, if
any, on the Payment Date immediately succeeding such
Distribution Date;
(B) for any Issuer, an amount equal to the lesser of:
(a) (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 immediately succeeding such
Distribution Date (excluding any amount calculated in
accordance with paragraph 1(A)); and
(b) an amount equal to:
Funding Available Principal Outstanding Principal Balance
Receipts minus the aggregate on such Issuer's Intercompany Loan
amount under (1)(A) above in X ________________________________
respect of the relevant Issuer Outstanding Principal Balance of
on such Payment Date the Intercompany's Loans of
all Issuers
PROVIDED THAT,
(a) subject as provided in paragraphs (2) through (7)
below, for the purpose only of determining the amount
of Issuer Allocable Principal Receipts which may be
allocated and paid to that 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 that 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
Shared Issuer Principal Receipts in accordance with
paragraph (6) below, Issuer Allocable Principal
Receipts shall be an amount equal to the amount
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calculated in accordance with paragraphs 1(A) and
(1)(B)(b) above and paragraph 1(B)(a) 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) and 1(B)(a) above 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
paragraph (1)(B)(b) 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)(b) 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)(B)(a) 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)(B)(b) above, 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 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 that Intercompany Loan shall be deemed to
be reduced by the amount of:
(a) any deficiency recorded on the Issuer Principal
Deficiency Ledger of that Issuer as at such 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
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(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.
(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) The portion of Issuer Allocable Principal Receipts (calculated
in accordance with paragraph 1(B)(b) above), if any, not
required to be applied by the Issuer to pay principal on the
Notes on a Payment Date together with the portion of Issuer
Allocable Principal Receipts relating to all other Issuers not
required to be so applied by such other Issuers (or otherwise
required to be set aside by Funding for any 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 "Shared Issuer Principal Receipts". Shared
Issuer Principal Receipts will be reallocated by the Cash
Manager and distributed on such Payment Date among the Issuers
until there are no remaining amounts of 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 Issuer that is entitled to Shared
Issuer Principal Receipts, then each such Issuer will be
reallocated a portion of the Shared Issuer Principal Receipts
equal to:
Outstanding Principal Balance of
the Intercompany Loan of the Issuer
Shared Issuer Principal Receipts X ___________________________________
Aggregate Outstanding Principal
Balance of the Intercompany Loans
of all 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 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.
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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, 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, 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, (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;
(D) fourth, (in no order of priority among them but in proportion
to the respective amounts due) to each 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 Issuer under such Issuer's
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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;
(E) fifth, towards payment of amounts due to each Issuer Start-up
Loan Provider under the relevant Issuer Start-up Loan
Agreement;
(F) sixth, 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,
Provided that for the avoidance of doubt, subject to and in accordance with
the Funding Priority of Payments, funds standing to the credit of any Issuer
Reserve Fund or Issuer Liquidity Reserve Fund of an Issuer shall only be
applied in reduction of the liabilities owing under the Intercompany Loan of
such Issuer.
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