EXHIBIT 4.9
Execution Copy
DATED 23 SEPTEMBER 2002
NORTHERN ROCK PLC
as Current Issuer Cash Manager
GRANITE MORTGAGES 02-2 PLC
as Current Issuer
- AND -
THE BANK OF NEW YORK
as Note Trustee
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ISSUER CASH MANAGEMENT AGREEMENT
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SIDLEY XXXXXX XXXXX & XXXX
0 XXXXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
REF: 551152
Table of Contents
Page
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1. Definitions and Interpretation........................................1
2. Appointment of Current Issuer Cash Manager............................2
3. The Current Issuer Cash Management Services...........................2
4. Payments, Accounts, Ledgers...........................................3
5. Payments Under Current Issuer Swap Agreements; Termination............6
6. No Liability..........................................................7
7. Costs and Expenses....................................................8
8. Information...........................................................8
9. Remuneration.........................................................10
10. Covenants, Representations and Warranties of Current Issuer Cash
Manager..............................................................11
11. Current Issuer Cash Management Services Non-Exclusive................11
12. Termination..........................................................12
13. Further Assurances...................................................15
14. Miscellaneous........................................................15
15. Confidentiality......................................................16
16. No Partnership.......................................................17
17. Assignment...........................................................17
18. The Note Trustee.....................................................17
19. Non Petition Covenant; Limited Recourse..............................17
20. Amendments and Waiver................................................18
21. Notices..............................................................19
22. Third Party Rights...................................................20
23. Execution in Counterparts; Severability..............................20
24. Governing Law and Jurisdiction; Appropriate Forum....................20
SCHEDULE 1 The Current Issuer Cash Management Services.......................21
SCHEDULE 2 Cash Management and Maintenance of Ledgers........................24
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Table of Contents
(continued)
SCHEDULE 3 Form of Issuer Quarterly Report...................................40
SCHEDULE 4 Controlled Amortisation Amount/Target Balance.....................44
SCHEDULE 5 Current Issuer Cash Manager Representations and Warranties........47
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THIS ISSUER CASH MANAGEMENT AGREEMENT is made on 23 September 2002
BETWEEN:
(1) NORTHERN ROCK PLC (registered number 3273685), a public limited company
incorporated under the laws of England and Wales whose registered
office is at Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX
in its capacity as the Current Issuer Cash Manager;
(2) 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
as the Current Issuer; and
(3) THE BANK OF NEW YORK, whose principal office is at One Canada Square,
00xx Xxxxx, Xxxxxx X00 0XX, in its capacity as Note Trustee.
WHEREAS:
(A) On the Closing Date the Current Issuer will issue the Current Issuer
Notes constituted by the Current Issuer Trust Deed. From the proceeds
of the issue of those Current Issuer Notes, the Current Issuer shall
make an Intercompany Loan to Granite Finance Funding Limited pursuant
to the terms of the Current Issuer Intercompany Loan Agreement.
(B) The Current Issuer Cash Manager is willing to provide cash management
services to the Current Issuer and the Note Trustee on the terms and
subject to the conditions contained in this Agreement.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 The provisions of:
(a) the Master Definitions Schedule as amended and restated by
(and appearing in Appendix 1 to) the Master Definitions
Schedule Third Amendment Deed made on 23 September 2002
between, among others, the Seller, Funding and the Mortgages
Trustee, and
(b) the Issuer Master Definitions Schedule signed for the purposes
of identification by Sidley Xxxxxx Xxxxx & Xxxx and Xxxxx &
Overy on 23 September 2002,
(as the same have been and may be amended, varied or supplemented from
time to time with the consent of the parties hereto) are expressly and
specifically incorporated into and shall apply to this Agreement. The
Issuer Master Definitions Schedule specified above shall prevail to the
extent that it conflicts with the Master Definitions Schedule.
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2. APPOINTMENT OF CURRENT ISSUER CASH MANAGER
2.1 APPOINTMENT: Until termination pursuant to Clause 12 (Termination), the
Current Issuer and the Note Trustee (according to their respective
estates and interests) each hereby appoints the Current Issuer Cash
Manager as its lawful agent on each of their behalves to provide the
Current Issuer Cash Management Services set out in this Agreement,
including in relation to the Current Issuer Notes to be issued by the
Current Issuer. The Current Issuer Cash Manager in each case hereby
accepts such appointment on the terms and subject to the conditions of
this Agreement.
2.2 DUTIES PRESCRIBED BY TRANSACTION DOCUMENTS: For the avoidance of doubt
and in connection with the powers conferred under Clause 2.1
(Appointment), save as expressly provided elsewhere in this Agreement,
nothing herein shall be construed so as to give the Current Issuer Cash
Manager any powers, rights, authorities, directions or obligations
other than as specified in this Agreement or any of the other
Transaction Documents.
2.3 APPOINTMENT CONDITIONAL UPON ISSUANCE OF CURRENT ISSUER NOTES: The
appointment pursuant to Clause 2.1 (Appointment) is conditional upon
the issue of the Current Issuer Notes and the making of the Current
Issuer Intercompany Loan under the Current Issuer Intercompany Loan
Agreement and shall take effect upon and from the Closing Date
automatically without any further action on the part of any person,
PROVIDED THAT if the issue of the Current Issuer Notes has not occurred
by 31 October 2002, or such later date as the Current Issuer and the
Lead Managers may agree, this Agreement shall cease to be of further
effect.
3. THE CURRENT ISSUER CASH MANAGEMENT SERVICES
3.1 GENERAL: The Current Issuer Cash Manager shall provide the services set
out in this Agreement (including, without limitation, Schedules 1 and 2
attached hereto) (the "CURRENT ISSUER CASH MANAGEMENT SERVICES").
3.2 APPROVALS AND AUTHORISATIONS: The Current Issuer Cash Manager shall
maintain, or procure the maintenance of, the approvals, authorisations,
consents and licences required in connection with the business of the
Current Issuer and shall prepare and submit, or procure the preparation
and submission of, on behalf of the Current Issuer, all necessary
applications and requests for any further approvals, authorisations,
consents or licences which may be required in connection with the
business of the Current Issuer and shall, so far as it reasonably can
do so, perform the Current Issuer Cash Management Services in such a
way as not to prejudice the continuation of any such approvals,
authorisations, consents or licences.
3.3 COMPLIANCE WITH TRANSACTION DOCUMENTS, ETC.: The Current Issuer Cash
Management Services shall include procuring (so far as the Current
Issuer Cash Manager, using its reasonable endeavours, is able so to do)
compliance by the Current Issuer with all applicable legal requirements
and with the terms of the Current Issuer Transaction Documents,
PROVIDED THAT the Current Issuer Cash Manager shall not lend or provide
any sum to the Current Issuer and the Current Issuer Cash Manager shall
have no liability whatsoever to the Current Issuer, the Note Trustee or
any other person for any failure by the Current Issuer to make any
payment due by any of them under any of the Current Issuer Transaction
Documents (other than to the
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extent arising from the Current Issuer Cash Manager failing to perform
any of its obligations under any of the Transaction Documents).
3.4 LIABILITY OF CURRENT ISSUER CASH MANAGER:
(a) The Current Issuer Cash Manager shall indemnify each of the
Current Issuer and the Note Trustee on demand for any loss,
liability, claim, expense or damage suffered or incurred by it
in respect of the negligence, bad faith or wilful default of
the Current Issuer Cash Manager in carrying out its functions
as Current Issuer Cash Manager under, or as a result of a
breach by the Current Issuer Cash Manager of, the terms and
provisions of this Agreement or such other Transaction
Documents to which the Current Issuer Cash Manager is a party
(in its capacity as such) in relation to such functions.
(b) For the avoidance of doubt, the Current Issuer Cash Manager
shall not be liable in respect of any loss, liability, claim,
expense or damage suffered or incurred by the Current Issuer
or the Note Trustee and/or any other person as a result of the
proper performance of the Current Issuer Cash Management
Services (as defined in Clause 3.1 (General)) by the Current
Issuer Cash Manager save to the extent that such loss,
liability, claim, expense or damage is suffered or incurred as
a result of any negligence, bad faith or wilful default of the
Current Issuer Cash Manager under, or as a result of a breach
by the Current Issuer Cash Manager of, the terms and
provisions of this Agreement or any of the other Transaction
Documents to which the Current Issuer Cash Manager is a party
(in its capacity as such) in relation to such functions.
4. PAYMENTS, ACCOUNTS, LEDGERS
4.1 CURRENT ISSUER BANK ACCOUNTS: The Current Issuer Cash Manager hereby
confirms that each of the Current Issuer Transaction Accounts have been
established on or before the date hereof and that the mandates in the
agreed form will apply thereto at the Closing Date. The Current Issuer
Cash Manager undertakes (to the extent to which the same is within its
control in its capacity as Current Issuer Cash Manager) that at the
Closing Date the Current Issuer Transaction Accounts will be operative
and that the Current Issuer Cash Manager will not knowingly create or
permit to subsist any Security Interest in relation to the Current
Issuer Transaction Accounts other than as created under or permitted
pursuant to the Current Issuer Deed of Charge.
4.2 CURRENT ISSUER LEDGERS:
(a) The Current Issuer Cash Manager shall open and maintain in the
books of the Current Issuer the following ledgers:
(i) the Current Issuer Revenue Ledger, which shall record
all Current Issuer Revenue Receipts standing to the
credit of the Current Issuer Transaction Accounts
from time to time;
(ii) the Current Issuer Principal Ledger, which shall
record all Current Issuer Principal Receipts standing
to the credit of the Current Issuer Transaction
Accounts from time to time;
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(iii) the Current Issuer Principal Deficiency Ledger, which
shall comprise three sub-ledgers to be known as the
Class A Principal Deficiency Sub Ledger, the Class B
Principal Deficiency Sub Ledger and the Class C
Principal Deficiency Sub Ledger, and which shall
record (A) any principal deficiencies arising from
Losses on the Mortgage Loans which have been
allocated by Funding to the Current Issuer
Intercompany Loan, (B) the application of Current
Issuer Principal Receipts to meet any deficiency in
Current Issuer Revenue Receipts and (C) the
application of Funding Available Principal Receipts
to fund the Current Issuer Liquidity Reserve Fund.
(b) The Current Issuer Cash Manager shall make credits and debits
to the Current Issuer Ledgers in accordance with the
provisions of paragraphs 5, 6, 7, 8 and 9 of Schedule 2
hereto.
4.3 PAYMENTS:
(a) The Current Issuer Cash Manager shall procure that the
following amounts payable to the Current Issuer are paid into
the Current Issuer Transaction Accounts:
(i) all Current Issuer Revenue Receipts;
(ii) all Current Issuer Principal Receipts;
(iii) all amounts received by the Current Issuer pursuant
to the Current Issuer Basis Rate Swap Agreement and
the Current Issuer Currency Swap Agreements; and
(iv) any other amounts whatsoever received by or on behalf
of the Current Issuer on or after the Closing Date,
and the Current Issuer Cash Manager shall procure that all
investment proceeds from Authorised Investments purchased from
amounts standing to the credit of any of the Current Issuer
Transaction Accounts are credited to each such account. All
amounts received by the Current Issuer denominated (i) in
Sterling shall be paid into the Current Issuer Sterling
Account, (ii) in U.S. Dollars shall be paid into the Current
Issuer Dollar Account and (iii) in Euro shall be paid into the
Current Issuer Euro Account.
(b) The Current Issuer Cash Manager shall procure that all
transfers and withdrawals of amounts standing to the credit of
the Current Issuer Transaction Accounts shall be made in
accordance with the provisions of the Current Issuer Bank
Account Agreement and the Current Issuer Deed of Charge.
(c) Each of the payments into the Current Issuer Transaction
Accounts referred to in Clause 4.3(a) shall be made forthwith
upon receipt by the Current Issuer or the Current Issuer Cash
Manager of the amount in question.
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(d) For the avoidance of doubt, as soon as reasonably practicable
after becoming aware of the same, the Current Issuer Cash
Manager may, and shall, withdraw Cash from the Current Issuer
Transaction Accounts, if, and to the extent that, such Cash
was credited thereto in error and shall use its reasonable
endeavours to ensure that such Cash is applied correctly
thereafter.
(e) The Current Issuer Cash Manager shall promptly notify each of
the Current Issuer and the Note Trustee of any additional
account or sub-account which supplements or replaces any
account or sub-account specifically referred to in the
definition of the "Current Issuer Transaction Accounts" in the
Current Issuer Master Definitions Schedule.
(f) Each of the Current Issuer Cash Manager and the Current Issuer
undertakes that, so far as it is able to procure the same, the
Current Issuer Transaction Accounts and all instructions and
mandates in relation thereto will continue to be operative and
will not, save as permitted pursuant to the Current Issuer
Bank Account Agreement, be changed without the prior written
consent of the Note Trustee (such consent not to be
unreasonably withheld or delayed). For the avoidance of doubt,
the Current Issuer Cash Manager may change the authorised
signatories in respect of any instructions or mandates
relating to the Current Issuer, without the prior written
consent of the Note Trustee, in accordance with the terms of
the Current Issuer Bank Account Agreement.
4.4 WITHDRAWALS:
(a) The Current Issuer Cash Manager may make withdrawals on behalf
of the Current Issuer from the Current Issuer Transaction
Accounts, but only until receipt of a copy of a Current Issuer
Note Enforcement Notice served by the Note Trustee on the
Current Issuer, as permitted by this Agreement, the Current
Issuer Trust Deed, the Current Issuer Bank Account Agreement
and the Current Issuer Deed of Charge, but shall not in
carrying out its functions as Current Issuer Cash Manager
under this Agreement otherwise make withdrawals from the
Current Issuer Transaction Accounts.
(b) Upon receipt of such a Current Issuer Note Enforcement Notice,
no amount shall be withdrawn from any Current Issuer
Transaction Account by the Current Issuer Cash Manager without
the prior written consent of the Note Trustee.
4.5 CASH MANAGEMENT: In administering the Current Issuer Transaction
Accounts on behalf of the Current Issuer and the Note Trustee, the
Current Issuer Cash Manager shall comply with the provisions of
Schedule 2 prior to receipt by the Current Issuer Cash Manager of a
copy of any Current Issuer Note Enforcement Notice served on the
Current Issuer. Following service of a Current Issuer Note Enforcement
Notice, the Note Trustee or any Receiver appointed by the Note Trustee
will administer the Current Issuer Transaction Accounts in accordance
with the terms of the Current Issuer Deed of Charge.
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5. PAYMENTS UNDER CURRENT ISSUER SWAP AGREEMENTS; TERMINATION
5.1 CURRENT ISSUER AVAILABLE REVENUE RECEIPTS: Subject to the order of
priorities of payment set out in Schedule 2 or, as the case may be, the
Current Issuer Deed of Charge, on each Payment Date prior to the
enforcement of the Current Issuer Security under the Current Issuer
Deed of Charge, the Current Issuer Cash Manager will pay Current Issuer
Available Revenue Receipts received in respect of the Current Issuer
Intercompany Loan (after making payments ranking higher in the order or
priority of payments) to the Current Issuer Basis Rate Swap Provider.
Amounts received by the Current Issuer Cash Manager from the Current
Issuer Basis Rate Swap Provider will be applied to pay (1) in respect
of the Dollar Notes, the Current Issuer Dollar Currency Swap Provider,
and amounts received by the Current Issuer Cash Manager from the
Current Issuer Dollar Currency Swap Provider will be applied to pay
amounts due to the holders of the relevant classes of Dollar Notes in
accordance with the Current Issuer Pre-Enforcement Revenue Priority of
Payments, (2) in respect of the Sterling Notes, amounts due to the
holders of the relevant classes of Sterling Notes in accordance with
the Current Issuer Pre-Enforcement Revenue Priority of Payments, and
(3) in respect of the Euro Notes, the Current Issuer Euro Currency Swap
Provider, and amounts received by the Current Issuer Cash Manager from
the Current Issuer Euro Currency Swap Provider will be applied to pay
amounts due to the holders of the relevant classes of Euro Notes in
accordance with the Current Issuer Pre-Enforcement Revenue Priority of
Payments.
5.2 CURRENT ISSUER AVAILABLE PRINCIPAL RECEIPTS: Subject to the order of
priorities of payment set out in Schedule 2 or, as the case may be, the
Current Issuer Deed of Charge, on each Payment Date prior to
enforcement of the Current Issuer Security under the Current Issuer
Deed of Charge, the Current Issuer Cash Manager will pay Current Issuer
Available Principal Receipts received in respect of the Current Issuer
Intercompany Loan (after making payments ranking higher in the order or
priority of payments) to (1) in respect of the Dollar Notes, the
Current Issuer Dollar Currency Swap Provider, and amounts received by
the Current Issuer Cash Manager from the Current Issuer Dollar Currency
Swap Provider will be applied to pay amounts due to the holders of the
relevant classes of Dollar Notes in accordance with the Current Issuer
Pre-Enforcement Principal Priority of Payments, (2) in respect of the
Sterling Notes, amounts due to the holders of the relevant classes of
Sterling Notes in accordance with the Current Issuer Pre-Enforcement
Principal Priority of Payments, and (3) in respect of the Euro Notes,
the Current Issuer Euro Currency Swap Provider, and amounts received by
the Current Issuer Cash Manager from the Current Issuer Euro Currency
Swap Provider will be applied to pay amounts due to the holders of the
relevant classes of Euro Notes in accordance with the Current Issuer
Pre-Enforcement Principal Priority of Payments.
5.3 FOLLOWING A NON-ASSET TRIGGER EVENT: On each Payment Date following the
occurrence of a Non-Asset Trigger Event under the Mortgages Trust Deed
but prior to enforcement of the Funding Security under the Funding Deed
of Charge or the Current Issuer Security under the Current Issuer Deed
of Charge, the Current Issuer Cash Manager will pay Current Issuer
Available Principal Receipts received in respect of the Current Issuer
Intercompany Loan (after making payments ranking higher in the order or
priority of payments) to (1) in respect of the Dollar Notes, the
Current Issuer Dollar Currency Swap Provider, and amounts received by
the Current
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Issuer Cash Manager from the Current Issuer Dollar Currency Swap
Provider will be applied to pay amounts due to the holders of the
relevant classes of Dollar Notes, and (2) in respect of the Sterling
Notes, amounts due to the holders of the relevant classes of Sterling
Notes, and (3) in respect of the Euro Notes, the Current Issuer Euro
Currency Swap Provider, and amounts received by the Current Issuer Cash
Manager from the Current Issuer Euro Currency Swap Provider will be
applied to pay amounts due to the holders of the relevant classes of
Euro Notes, each in accordance with the priority of payments set forth
in Clause 4.2 (Distribution of Current Issuer Available Principal
Receipts Following the Occurrence of a Non-Asset Trigger Event) of
Schedule 2.
5.4 FOLLOWING AN ASSET TRIGGER EVENT: On each Payment Date following the
occurrence of an Asset Trigger Event under the Mortgages Trust Deed but
prior to enforcement of the Funding Security under the Funding Deed of
Charge or the Current Issuer Security under the Current Issuer Deed of
Charge, the Current Issuer Cash Manager will pay Current Issuer
Available Principal Receipts received in respect of the Current Issuer
Intercompany Loan (after making payments ranking higher in the order or
priority of payments) to (1) in respect of the Dollar Notes, the
Current Issuer Dollar Currency Swap Provider, and amounts received by
the Current Issuer Cash Manager from the Current Issuer Dollar Currency
Swap Provider will be applied to pay amounts due to the holders of the
relevant classes of Dollar Notes, and (2) in respect of the Sterling
Notes, amounts due to the holders of the relevant classes of Sterling
Notes, and (3) in respect of the Euro Notes, the Current Issuer Euro
Currency Swap Provider, and amounts received by the Current Issuer Cash
Manager from the Current Issuer Euro Currency Swap Provider will be
applied to pay amounts due to the holders of the relevant classes of
Euro Notes, each in accordance with the priority of payments set forth
in Clause 4.3 (Distribution of Current Issuer Available Principal
Receipts Following the Occurrence of an Asset Trigger Event) of
Schedule 2.
5.5 TERMINATION: If on or prior to the date of the earlier of (i) repayment
in full of the Current Issuer Notes or (ii) the service of a Current
Issuer Note Enforcement Notice, the Current Issuer Basis Rate Swap or
any of the Current Issuer Currency Swaps is terminated, the Current
Issuer Cash Manager (on behalf of the Current Issuer and the Note
Trustee) shall purchase a replacement hedge, as applicable, in respect
of the relevant Series of Current Issuer Notes in each case on terms
acceptable to the Rating Agencies, the Current Issuer and the Note
Trustee and with a swap provider that the Rating Agencies have
previously confirmed in writing to the Current Issuer and the Note
Trustee will not cause the then-current ratings of the Current Issuer
Notes to be downgraded, withdrawn or qualified. The Current Issuer may
apply any early termination payment received from, as appropriate, the
relevant Swap Provider for such purpose.
6. NO LIABILITY
Save as otherwise provided in this Agreement, the Current Issuer Cash
Manager shall have no liability for the obligations of either the Note
Trustee or the Current Issuer under any of the Transaction Documents or
otherwise and nothing herein shall constitute a guarantee, or similar
obligation, by the Current Issuer Cash Manager of either the Note
Trustee or the Current Issuer in respect of any of them.
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7. COSTS AND EXPENSES
7.1 Subject to and in accordance with the Current Issuer Pre-Enforcement
Priority of Payments or, as the case may be, the Current Issuer
Post-Enforcement Priority of Payments, the Current Issuer will on each
Payment Date reimburse the Current Issuer Cash Manager for all
out-of-pocket costs, expenses and charges (together with any amounts in
respect of Irrecoverable VAT due thereon) properly incurred by the
Current Issuer Cash Manager in the performance of the Current Issuer
Cash Management Services, including any such costs, expenses or charges
not reimbursed to the Current Issuer Cash Manager on any previous
Payment Date and the Current Issuer Cash Manager shall supply the
Current Issuer with an appropriate VAT invoice issued by the Current
Issuer Cash Manager or, if the Current Issuer Cash Manager has treated
the relevant cost, expense or charge as a disbursement for VAT
purposes, by the person making the supply.
7.2 Unless and until otherwise agreed by the Current Issuer and the Note
Trustee in writing (notified to the Current Issuer Cash Manager), the
Current Issuer shall be solely responsible for reimbursing the Current
Issuer Cash Manager for the out-of-pocket costs, expenses and charges
(together with any amounts in respect of Irrecoverable VAT due thereon)
referred to in Clause 7.1 (Costs and Expenses).
8. INFORMATION
8.1 USE OF INFORMATION TECHNOLOGY SYSTEMS:
(a) The Current Issuer Cash Manager represents and warrants that
at the date hereof (and in respect of the software which is to
be used by the Current Issuer Cash Manager in providing the
Current Issuer Cash Management Services) it has in place all
necessary licences and/or consents from the respective
licensor or licensors (if any) of such software.
(b) The Current Issuer Cash Manager undertakes that it shall for
the duration of this Agreement, use reasonable endeavours to:
(i) ensure that the licences and/or consents referred to
in paragraph (a) are maintained in full force and
effect; and
(ii) except insofar as it would breach any other of its
legal obligations, grant to any person to whom it may
sub-contract or delegate the performance of all or
any of its powers and obligations under this
Agreement (and/or to such person as the Current
Issuer and the Note Trustee elects as a substitute
cash manager in accordance with the terms of this
Agreement) a licence to use any proprietary software
together with any updates which may be made thereto
from time to time.
(c) The Current Issuer Cash Manager shall use reasonable
endeavours to maintain in working order the information
technology systems used by the Current Issuer Cash Manager in
providing the Current Issuer Cash Management Services.
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(d) The Current Issuer Cash Manager shall pass to any person to
whom it may sub-contract or delegate the performance of all or
any of its powers and obligations under this Agreement (and/or
to such person as the Current Issuer and the Note Trustee
elects as a substitute cash manager in accordance with the
terms of this Agreement) the benefit of any warranties in
relation to such software insofar as the same are capable of
assignment.
8.2 BANK ACCOUNT STATEMENTS: The Current Issuer Cash Manager shall take all
reasonable steps to ensure that it receives a monthly bank statement in
relation to each Current Issuer Transaction Account and that it
furnishes a copy of such statements to the Current Issuer, with a copy
to the Note Trustee upon its request.
8.3 ACCESS TO BOOKS AND RECORDS: Subject to all applicable laws, the
Current Issuer Cash Manager shall permit the Current Issuer, the
Auditors of the Current Issuer, the Note Trustee and/or any other
person nominated by the Note Trustee (to whom the Current Issuer Cash
Manager has no reasonable objection) at any time during normal office
hours upon reasonable notice to have access, or procure that such
person or persons are granted access, to all books of record and
account relating to the Current Issuer Cash Management Services
provided by the Current Issuer Cash Manager and related matters in
accordance with this Agreement.
8.4 STATUTORY OBLIGATIONS: The Current Issuer Cash Manager will use its
reasonable endeavours, on behalf of the Current Issuer, to prepare or
procure the preparation of and file all reports, annual returns,
financial statements, statutory forms and other returns which the
Current Issuer is required by law to prepare and file. Subject to
approval thereof by the directors of the Current Issuer, the Current
Issuer Cash Manager shall cause such accounts to be audited by the
Auditors and shall procure so far as it is able so to do that the
Auditors shall make a report thereon as required by law, and copies of
all such documents shall be delivered to the Note Trustee, the Current
Issuer and the Rating Agencies as soon as practicable after the end of
each accounting reference period of the Current Issuer.
8.5 INFORMATION COVENANTS:
(a) The Current Issuer Cash Manager shall provide the Current
Issuer, the Note Trustee, the Seller and the Rating Agencies
quarterly with a report in, or substantially in, the form set
out in Schedule 3 in respect of the Current Issuer. Such
quarterly report shall be delivered to the Current Issuer, the
Note Trustee (upon its request), the Seller and the Rating
Agencies by the last Business Day of the month in which each
Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the
provision of, to the Current Issuer, the Note Trustee and the
Rating Agencies copies of any annual returns or financial
statements referred to in Clause 8.4 (Statutory Obligations)
as soon as reasonably practicable after the preparation
thereof.
(c) The Current Issuer Cash Manager shall notify the Rating
Agencies and the Note Trustee in writing of the details of (i)
any material amendment to the Transaction Documents to which
the Current Issuer is a party and of which it is or becomes
aware, (ii) the occurrence of a Current Issuer Note Event of
Default, or a Current Issuer Intercompany Loan Event of
Default or a Current
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Issuer Cash Manager Termination Event (as defined in Clause
12.1 (Current Issuer Cash Manager Termination Events)) and
(iii) any other information relating to the Current Issuer
Cash Manager as the Rating Agencies and the Note Trustee may
reasonably request in connection with its obligations under
this Agreement, PROVIDED THAT the Note Trustee shall not make
such a request more than once every three months unless, in
the belief of the Note Trustee, a Current Issuer Intercompany
Loan Event of Default, a Current Issuer Note Event of Default
or a Current Issuer Cash Manager Termination Event shall have
occurred and is continuing or may reasonably be expected to
occur, and PROVIDED FURTHER THAT any such request by the Note
Trustee does not adversely interfere with the Current Issuer
Cash Manager's day-to-day provision of the Current Issuer Cash
Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph
(c)(i) or (ii) above, the Current Issuer Cash Manager shall
give details to the Current Issuer and the Note Trustee of any
pending legal action and any judgments given in respect of the
Current Issuer Cash Manager if it could have a potential
material adverse effect on the ability of the Current Issuer
Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the
Note Trustee, furnish the Note Trustee and the Rating Agencies
with such other information relating to its business and
financial condition as the Note Trustee may request in
connection with this Agreement, PROVIDED THAT the Note Trustee
shall not make such a request more than once every three
months unless, in the belief of the Note Trustee, a Current
Issuer Intercompany Loan Event of Default, a Current Issuer
Note Event of Default or a Current Issuer Cash Manager
Termination Event (as defined in Clause 12.1 (Current Issuer
Cash Manager Termination Events)) shall have occurred and is
continuing or may reasonably be expected to occur, and
PROVIDED FURTHER THAT any such request of the Note Trustee
does not adversely interfere with the Current Issuer Cash
Manager's day-to-day provision of the Current Issuer Cash
Management Services under the other terms of this Agreement.
9. REMUNERATION
9.1 FEE PAYABLE:
(a) Subject to paragraph (b) below, the Current Issuer shall pay
to the Current Issuer Cash Manager for the provision of the
Current Issuer Cash Management Services hereunder a cash
management fee which shall be agreed in writing between the
Current Issuer, the Note Trustee and the Current Issuer Cash
Manager from time to time.
(b) Unless and until otherwise agreed by the Current Issuer and
the Note Trustee in writing (notified to the Current Issuer
Cash Manager), the Current Issuer shall be solely responsible
for paying the cash management fee to the Current Issuer Cash
Manager which is referred to in paragraph (a) above.
9.2 PAYMENT OF FEE: The cash management fee referred to in Clause 9.1 (Fee
Payable)
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shall only be payable to the Current Issuer Cash Manager on each
Payment Date in the manner contemplated by, in accordance with and
subject to the provisions of the Current Issuer Pre-Enforcement Revenue
Priority of Payments or, as the case may be, the Current Issuer
Post-Enforcement Priority of Payments.
10. COVENANTS, REPRESENTATIONS AND WARRANTIES OF CURRENT ISSUER CASH
MANAGER
10.1 COVENANTS: The Current Issuer Cash Manager hereby covenants with and
undertakes to each of the Current Issuer and the Note Trustee that
without prejudice to any of its specific obligations hereunder:
(a) it will exercise all due skill, care and diligence to the
performance of its obligations and the exercise of its
discretions hereunder;
(b) it will comply with any proper directions, orders and
instructions which the Current Issuer or the Note Trustee may
from time to time give to it in accordance with the provisions
of this Agreement and, in the event of any conflict, those of
the Note Trustee shall prevail;
(c) it will obtain and keep in force all licences, approvals,
authorisations and consents which are necessary in connection
with the performance of the Current Issuer Cash Management
Services and prepare and submit all necessary applications and
requests for any further approval, authorisation, consent or
licence required in connection with the performance of the
Current Issuer Cash Management Services;
(d) it will not knowingly fail to comply with any legal
requirements in the performance of the Current Issuer Cash
Management Services;
(e) it will make all payments required to be made by it pursuant
to this Agreement on the due date for payment thereof for
value in the specified currency on such day without set-off
(including, without limitation, in respect of any fees owed to
it) or counterclaim; and
(f) it will not without the prior written consent of the Note
Trustee amend or terminate any of the Current Issuer
Transaction Documents save in accordance with their terms.
10.2 DURATION OF COVENANTS: The covenants of the Current Issuer Cash Manager
in Clause 10.1 (Covenants) shall remain in force until this Agreement
is terminated but without prejudice to any right or remedy of the
Current Issuer and/or the Note Trustee arising from breach of any such
covenant prior to the date of termination of this Agreement.
10.3 REPRESENTATIONS AND WARRANTIES: The Current Issuer Cash Manager hereby
makes the representations and warranties to each of the Current Issuer
and the Note Trustee that are specified on Schedule 5 hereto.
11. CURRENT ISSUER CASH MANAGEMENT SERVICES NON-EXCLUSIVE
Nothing in this Agreement shall prevent the Current Issuer Cash Manager
from rendering or performing services similar to those provided for in
this Agreement to or
11
for itself or other persons, firms or companies or from carrying on
business similar to or in competition with the business of the Current
Issuer or the Note Trustee.
12. TERMINATION
12.1 CURRENT ISSUER CASH MANAGER TERMINATION EVENTS: If any of the following
events ("CURRENT ISSUER CASH MANAGER TERMINATION EVENTS") shall occur:
(a) default is made by the Current Issuer Cash Manager in the
payment on the due date of any payment due and payable by it
under this Agreement and such default continues unremedied for
a period of five (5) London Business Days after the earlier of
the Current Issuer Cash Manager becoming aware of such default
and receipt by the Current Issuer Cash Manager of written
notice from the Current Issuer or the Note Trustee, as the
case may be, requiring the same to be remedied; or
(b) default is made by the Current Issuer Cash Manager in the
performance or observance of any of its other covenants and
obligations under this Agreement, which in the opinion of the
Note Trustee is materially prejudicial to the interests of the
holders of the Current Issuer Notes and such default continues
unremedied for a period of twenty (20) days after the earlier
of the Current Issuer Cash Manager becoming aware of such
default and receipt by the Current Issuer Cash Manager of
written notice from the Note Trustee requiring the same to be
remedied; or
(c) the Current Issuer Cash Manager suffers an Insolvency Event,
then the Current Issuer and/or Note Trustee may at once or at any time
thereafter while such default continues by notice in writing to the
Current Issuer Cash Manager with a copy to the Current Issuer Account
Bank terminate its appointment as Current Issuer Cash Manager under
this Agreement with effect from a date (not earlier than the date of
the notice) specified in the notice.
Upon termination of the appointment of the Current Issuer Cash Manager,
the Note Trustee agrees to use its reasonable endeavours to appoint a
substitute Current Issuer Cash Manager. Any substitute Current Issuer
Cash Manager must agree to enter into an agreement substantially on the
same terms as the relevant provisions of this Agreement or on such
terms as are satisfactory to the Current Issuer and the Note Trustee.
Any termination of the appointment of the Current Issuer Cash Manager
and the appointment of a substitute Current Issuer Cash Manager under
this Clause 12.1 is conditional upon the Rating Agencies having
previously confirmed in writing to the Current Issuer and the Note
Trustee that the then-current ratings of the Current Issuer Notes will
not be downgraded, withdrawn or qualified.
The Note Trustee shall have no liability to any person in the event
that, having used reasonable endeavours, it is unable to appoint a
substitute Current Issuer Cash Manager. In any event, the Note Trustee
shall only be required to use its reasonable endeavours to appoint such
substitute Current Issuer Cash Manager. Notwithstanding
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any other provision of the Transaction Documents, the Note Trustee
shall not itself be required to perform any duties of the Current
Issuer Cash Manager.
The Note Trustee shall not be obliged to monitor or supervise the
performance by any substitute Current Issuer Cash Manager of its duties
hereunder or in relation to the other Transaction Documents nor shall
the Note Trustee be responsible or liable for any act or omission of
any substitute Current Issuer Cash Manager or for any loss caused
thereby.
12.2 RESIGNATION OF CURRENT ISSUER CASH MANAGER: The Current Issuer Cash
Manager may resign from its appointment under this Agreement only upon
giving not less than twelve (12) months' notice to each of the Current
Issuer and the Note Trustee, PROVIDED THAT:
(a) the Current Issuer and the Note Trustee each consent in
writing to such resignation;
(b) a substitute cash manager shall be appointed, such appointment
to be effective not later than the effective date of such
resignation;
(c) such substitute cash manager enters into an agreement
substantially on the same terms as the relevant provisions of
this Agreement or on such terms as are satisfactory to the
Current Issuer and the Note Trustee, and the Current Issuer
Cash Manager shall not be released from its obligations under
the relevant provisions of this Agreement until such
substitute cash manager has entered into such new agreement
and the rights of the Current Issuer under such agreement are
charged in favour of the Note Trustee on terms satisfactory to
the Note Trustee; and
(d) the Rating Agencies have confirmed to the Current Issuer and
the Note Trustee that the then-current ratings of the Current
Issuer Notes are not adversely affected as a result thereof.
12.3 EFFECT OF TERMINATION OR RESIGNATION:
(a) On and after termination or resignation of the appointment of
the Current Issuer Cash Manager under this Agreement pursuant
to this Clause 12, all authority and power of the Current
Issuer Cash Manager under this Agreement shall be terminated
and be of no further effect and the Current Issuer Cash
Manager shall not thereafter hold itself out in any way as the
agent of the Current Issuer or the Note Trustee pursuant to
this Agreement.
(b) Upon termination or resignation of the appointment of the
Current Issuer Cash Manager under this Agreement pursuant to
this Clause 12, the Current Issuer Cash Manager shall:
(i) forthwith deliver (and in the meantime hold on trust
for, and to the order of, the Current Issuer or the
Note Trustee, as the case may be) to the Current
Issuer or the Note Trustee, as the case may be or as
it shall direct, all books of account, papers,
records, registers, correspondence and documents in
its possession or under its control relating to the
13
affairs of or belongings of the Current Issuer or the
Note Trustee, as the case may be, (if practicable, on
the date of receipt) any monies then held by the
Current Issuer Cash Manager on behalf of the Current
Issuer, the Note Trustee and any other assets of the
Current Issuer and the Note Trustee;
(ii) take such further action as the Current Issuer or the
Note Trustee, as the case may be, may reasonably
direct PROVIDED THAT the Note Trustee shall not be
required to take or direct to be taken such further
action unless it has been indemnified to its
satisfaction (and in the event of a conflict between
the directions of Current Issuer and the Note
Trustee, the directions of the Note Trustee shall
prevail);
(iii) provide all relevant information contained on
computer records in the form of magnetic tape,
together with details of the layout of the files
encoded on such magnetic tapes; and
(iv) co-operate and consult with and assist the Current
Issuer or the Note Trustee or its nominee, as the
case may be, (which shall, for the avoidance of
doubt, include any Receiver appointed by it) for the
purposes of explaining the file layouts and the
format of the magnetic tapes generally containing
such computer records on the computer system of the
Current Issuer or the Note Trustee or such nominee,
as the case may be.
12.4 NOTICE OF EVENT OF DEFAULT: The Current Issuer Cash Manager shall
deliver to the Current Issuer and the Note Trustee as soon as
reasonably practicable (but in any event within three London Business
Days of becoming aware thereof) a notice of any Current Issuer Cash
Manager Termination Event, any Current Issuer Note Event of Default or
any Current Issuer Intercompany Loan Event of Default, or any event
which with the giving of notice or expiry of any grace period or
certification, as specified in such Current Issuer Cash Manager
Termination Event or Current Issuer Note Event of Default or Current
Issuer Intercompany Loan Event of Default, would constitute the same.
12.5 GENERAL PROVISIONS RELATING TO TERMINATION:
(a) Termination of this Agreement or the appointment of the
Current Issuer Cash Manager under this Agreement shall be
without prejudice to the liabilities of the Current Issuer to
the Current Issuer Cash Manager and vice versa incurred before
the date of such termination. The Current Issuer Cash Manager
shall have no right of set-off or any lien in respect of such
amounts against amounts held by it on behalf of the Current
Issuer or the Note Trustee.
(b) This Agreement shall terminate at such time as the Current
Issuer Secured Obligations have been fully discharged.
(c) On termination of the appointment of the Current Issuer Cash
Manager under the provisions of this Clause 12, the Current
Issuer Cash Manager shall be entitled to receive all fees and
other monies accrued up to (but excluding) the date of
termination but shall not be entitled to any other or further
14
compensation. The Current Issuer shall pay such moneys so
receivable by the Current Issuer Cash Manager in accordance
with the Current Issuer Pre-Enforcement Revenue Priority of
Payments or, as the case may be, the Current Issuer
Post-Enforcement Priority of Payments, on the dates on which
they would otherwise have fallen due hereunder. For the
avoidance of doubt, such termination shall not affect the
Current Issuer Cash Manager's rights to receive payment of all
amounts (if any) due to it from the Current Issuer other than
under this Agreement.
(d) Any provision of this Agreement, which is stated to continue
after termination of the Agreement, shall remain in full force
and effect notwithstanding termination.
13. FURTHER ASSURANCES
13.1 CO-OPERATION, ETC: The parties hereto agree that they will co-operate
fully to do all such further acts and things and execute any further
documents as may be necessary or desirable to give full effect to the
arrangements contemplated by this Agreement and the other Transaction
Documents.
13.2 POWERS OF ATTORNEY: Without prejudice to the generality of Clause 13.1
(Co-operation, etc), the Current Issuer shall upon request by the
Current Issuer Cash Manager forthwith give to the Current Issuer Cash
Manager such further powers of attorney or other written
authorisations, mandates or instruments as are necessary to enable the
Current Issuer Cash Manager to perform the Current Issuer Cash
Management Services.
14. MISCELLANEOUS
14.1 NO SET-OFF: The Current Issuer Cash Manager agrees that it will not:
(a) set off or purport to set off any amount which either the
Current Issuer is or will become obliged to pay to it under
this Agreement against any amount from time to time standing
to the credit of or to be credited to either of the Current
Issuer Transaction Accounts or any replacement or additional
bank account of the Current Issuer and established from time
to time; or
(b) make or exercise any claims or demands, any rights of
counterclaim or any other equities against or withhold payment
of any and all sums of money which may at any time and from
time to time standing to the credit of either of the Current
Issuer Transaction Accounts or any replacement or additional
bank account of the Current Issuer and established from time
to time.
14.2 NO RECOURSE:
(a) In relation to all sums due and payable by the Current Issuer
to the Current Issuer Cash Manager, the Current Issuer Cash
Manager agrees that it shall have recourse only to sums paid
to or received by (or on behalf of) the Current Issuer
pursuant to the provisions of the Current Issuer Transaction
Documents.
15
(b) For the avoidance of doubt, the Note Trustee shall not be
liable to pay any amounts due under Clauses 7 (Costs and
Expenses) and 9 (Remuneration), but without prejudice to the
obligations of the Current Issuer, or any receiver appointed
pursuant to the Current Issuer Deed of Charge in respect of
such amounts.
(c) Notwithstanding any other provisions of this Agreement, all
obligations to, and rights of, the Note Trustee under or in
connection with this Agreement (other than its obligations
under Clause 13 (Further Assurances)) shall automatically
terminate upon the discharge in full of all Current Issuer
Secured Obligations, PROVIDED THAT this shall be without
prejudice to any claims in respect of such obligations and
rights arising on or prior to such date.
15. CONFIDENTIALITY
During the continuance of this Agreement or after its termination, each
of the Current Issuer, the Current Issuer Cash Manager and the Note
Trustee shall use its best endeavours not to disclose to any person,
firm or company whatsoever any information relating to the business,
finances or other matters of a confidential nature of any other party
hereto of which it may exclusively by virtue of being party to the
Transaction Documents have become possessed and shall use all
reasonable endeavours to prevent any such disclosure as aforesaid,
PROVIDED HOWEVER that the provisions of this Clause 15 shall not apply:
(a) to any information already known to the recipient otherwise
than as a result of entering into any of the Transaction
Documents;
(b) to any information subsequently received by the recipient
which it would otherwise be free to disclose;
(c) to any information which is or becomes public knowledge
otherwise than as a result of the conduct of the recipient;
(d) to any extent that the recipient is required to disclose the
same pursuant to any law or order of any court or pursuant to
any direction, request or requirement (whether or not having
the force of law) of any central bank or any governmental or
other authority (including, without limitation, any official
bank examiners or regulators);
(e) to the extent that the recipient needs to disclose the same
for determining the existence of, or declaring, a Current
Issuer Note Event of Default, or a Current Issuer Cash Manager
Termination Event, the protection or enforcement of any of its
rights under any of the Current Issuer Transaction Documents
or in connection herewith or therewith or for the purpose of
discharging, in such manner as it thinks fit, its duties under
or in connection with such agreements in each case to such
persons as require to be informed of such information for such
purposes; or
(f) in relation to any information disclosed to the professional
advisers of the recipient or (in connection with a prospective
rating of any debt to be issued
16
by the Current Issuer or any New Issuer) to any credit rating
agency or any prospective new cash manager or prospective new
Note Trustee.
16. NO PARTNERSHIP
It is hereby acknowledged and agreed by the parties that nothing in
this Agreement shall be construed as giving rise to any partnership
between any of the parties.
17. ASSIGNMENT
17.1 ASSIGNMENT BY THE CURRENT ISSUER: The Current Issuer may not assign or
transfer any of its rights and obligations under this Agreement without
the prior written consent of each of the Note Trustee and the Current
Issuer Cash Manager, except that the Current Issuer may assign its
respective rights hereunder without such consent pursuant to the
Current Issuer Deed of Charge.
17.2 NO ASSIGNMENT BY CURRENT ISSUER CASH MANAGER: The Current Issuer Cash
Manager may not assign or transfer any of its rights and obligations
under this Agreement without the prior written consent of the Current
Issuer and the Note Trustee.
18. THE NOTE TRUSTEE
18.1 CHANGE IN NOTE TRUSTEE: If there is any change in the identity of the
note trustee in accordance with the Issuer Deed of Charge, the Current
Issuer and the Current Issuer Cash Manager shall execute such documents
and take such action as the successor note trustee and the outgoing
Note Trustee may require for the purpose of vesting in the successor
note trustee the rights and obligations of the outgoing Note Trustee
under this Agreement and releasing the outgoing Note Trustee from its
future obligations under this Agreement.
18.2 NO OBLIGATIONS: It is hereby acknowledged and agreed that by its
execution of this Agreement the Note Trustee shall not assume or have
any of the obligations or liabilities of the Current Issuer or the
Current Issuer Cash Manager under this Agreement. Furthermore, any
liberty or power which may be exercised or any determination which may
be made hereunder by the Note Trustee may be exercised or made in the
Note Trustee's absolute and unfettered discretion without any
obligation to give reasons therefor, but in any event must be exercised
or made in accordance with the provisions of the Current Issuer Deed of
Charge.
19. NON PETITION COVENANT; LIMITED RECOURSE
19.1 NOTE TRUSTEE TO ENFORCE: The Current Issuer Cash Manager hereby
undertakes to each of the other parties hereto that only the Security
Trustee, at the direction of the Note Trustee, may enforce the security
created in favour of the Note Trustee by the Current Issuer Deed of
Charge in accordance with the provisions thereof.
19.2 LIMITED RECOURSE: The Current Issuer Cash Manager hereby undertakes to
each of the other parties hereto that, notwithstanding any other
provision of this Agreement or any other Transaction Document, no sum
due or owing to the Current Issuer Cash Manager from or by the Current
Issuer under this Agreement shall be payable by the Current Issuer
except to the extent that the Current Issuer has sufficient funds
17
available or (following enforcement of the Current Issuer Security) the
Security Trustee has realised sufficient funds from the Current Issuer
Security to pay such sum subject to and in accordance with the relevant
Current Issuer Priority of Payments, and provided that all liabilities
of the Current Issuer required to be paid in priority thereto or pari
passu therewith pursuant to such Current Issuer Priority of Payments
have been paid, discharged and/or otherwise provided for in full.
19.3 NON PETITION: The Current Issuer Cash Manager hereby undertakes to each
of the other parties hereto that it shall not take any steps for the
purpose of recovering any amount payable under this Agreement
(including, without limitation, by exercising any rights of set-off) or
enforcing any rights arising out of this Agreement against the Current
Issuer and it shall not take any steps or legal proceedings for the
winding-up, dissolution or reorganisation of, or the institution of
insolvency proceedings against, the Current Issuer or for the
appointment of a receiver, administrator, liquidator or similar officer
of the Current Issuer in respect of any or all of its revenues except
to the extent expressly permitted under the Current Issuer Deed of
Charge.
19.4 FOLLOWING ENFORCEMENT: The Current Issuer Cash Manager hereby
undertakes to each of the other parties hereto that, following any
enforcement of the Current Issuer Security, it will hold on trust for,
and will pay to, the Note Trustee or the Receiver, as the case may be,
all monies received or recovered by it (whether by way of set-off or
otherwise) otherwise than in accordance with the Current Issuer
Post-Enforcement Priority of Payments in order that such monies may be
applied by the Note Trustee or the Receiver in accordance with the
Current Issuer Post-Enforcement Priority of Payments.
19.5 CORPORATE OBLIGATIONS: To the extent permitted by law, no recourse
under any obligation, covenant, or agreement of any person contained in
this Agreement shall be had against any shareholder, officer or
director of such person as such, by the enforcement of any assessment
or by any legal proceeding, by virtue of any statute or otherwise; it
being expressly agreed and understood that this Agreement is a
corporate obligation of each person expressed to be a party hereto and
no personal liability shall attach to or be incurred by the
shareholders, officers, agents or directors of such person as such, or
any of them, under or by reason of any of the obligations, covenants or
agreements of such person contained in this Agreement, or implied
therefrom, and that any and all personal liability for breaches by such
person of any of such obligations, covenants or agreements, either
under any applicable law or by statute or constitution, of every such
shareholder, officer, agent or director is hereby expressly waived by
each person expressed to be a party hereto as a condition of and
consideration for the execution of this Agreement.
19.6 CURRENT ISSUER DEED OF CHARGE: The provisions of Clause 6 of the
Current Issuer Deed of Charge shall prevail in the event that and to
the extent that they conflict with the provisions of this Clause 19.
20. AMENDMENTS AND WAIVER
20.1 ENTIRE AGREEMENT: This Agreement sets out the entire agreement and
understanding between the parties with respect to the subject matter of
this Agreement superseding all prior oral or written understandings
other than the other Current Issuer Transaction Documents.
18
20.2 AMENDMENTS AND WAIVER: No amendment or waiver of any provision of this
Agreement nor consent to any departure by any of the parties therefrom
shall in any event be effective unless the same shall be in writing and
signed by each of the parties hereto. In the case of a waiver or
consent, such waiver or consent shall be effective only in the specific
instance and as against the party or parties giving it for the specific
purpose for which it is given.
20.3 RIGHTS CUMULATIVE: The respective rights of each of the parties to this
Agreement are cumulative and may be exercised as often as they consider
appropriate. No failure on the part of any party to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any
other right. The remedies in this Agreement are cumulative and not
exclusive of any remedies provided by law.
20.4 RATINGS: No variation or waiver of this Agreement shall be made if the
same would adversely affect the then-current ratings of any of the
Notes.
21. NOTICES
Any notices or other communication or document to be given or delivered
pursuant to this Agreement to any of the parties hereto shall be
sufficiently served if sent by prepaid first class post, by hand or by
facsimile transmission and shall be deemed to be given (in the case of
facsimile transmission) when despatched or (where delivered by hand) on
the day of delivery if delivered before 17.00 hours (London time) on a
London Business Day or on the next London Business Day if delivered
thereafter or (in the case of first class post) when it would be
received in the ordinary course of the post and shall be sent:
(a) in the case of the Current Issuer Cash Manager, to Northern
Rock PLC, Northern Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx
XX0 0XX (facsimile number: 0191 213 2203) for the attention of
the Group Secretary;
(b) in the case of the Current Issuer, to Granite Mortgages 02-1
plc x/x Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
(facsimile number 020 7606 0643) for the attention of The
Company Secretary with a copy to Northern Rock plc, Northern
Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX (facsimile
number 0191 213 2203) for the attention of the Group
Secretary;
(c) in the case of the Note Trustee, to The Bank of New York
(London Branch), at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00
0XX (facsimile number 020 7964 6399) for the attention of
Corporate Trust (Global Structured Finance);
(d) in the case of Fitch, to Fitch Ratings Ltd., at Xxxxx Xxxxx, 0
Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile number 0207 417 6262)
for the attention of European Structured Finance Surveillance;
(e) in the case of Moody's, to Xxxxx'x Investors Services, Inc.,
at 1st Floor, 0 Xxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxx XX0X 0XX
(facsimile number 0207 772 5400) for the attention of the Head
of Monitoring Group, Structured Finance;
19
(f) in the case of S&P, to Standard & Poor's Ratings Services, a
division of The XxXxxx-Xxxx Companies, Inc., at Xxxxxx Xxxxx,
00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile number 0207 826
3598) for the attention of Xxxxx Xxxxxxxx;
or to such other address or facsimile number or for the attention of
such other person or entity as may from time to time be notified by any
party or by any Rating Agency to the others by written notice in
accordance with the provisions of this Clause 21. All notices served
under this Agreement shall be simultaneously copied to the Note Trustee
by the person serving the same.
22. THIRD PARTY RIGHTS
A person who is not a party to this Agreement may not enforce any of
its terms under the Contracts (Rights of Third Parties) Xxx 0000, but
this shall not affect any right or remedy of a third party which exists
or is available apart from that Act.
23. EXECUTION IN COUNTERPARTS; SEVERABILITY
23.1 COUNTERPARTS: This Agreement may be executed in any number of
counterparts (manually or by facsimile) and by different parties hereto
in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall
constitute one and the same instrument.
23.2 SEVERABILITY: Where any provision in or obligation under this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations under this Agreement, or of such provision or obligation in
any other jurisdiction, shall not be affected or impaired thereby.
24. GOVERNING LAW AND JURISDICTION; APPROPRIATE FORUM
24.1 GOVERNING LAW: This Agreement is governed by, and shall be construed in
accordance with, English law.
24.2 JURISDICTION: Each of the parties hereto irrevocably agrees that the
courts of England shall have jurisdiction to hear and determine any
suit, action or proceeding, and to settle any disputes, which may arise
out of or in connection with this Agreement and, for such purposes,
irrevocably submits to the jurisdiction of such courts.
24.3 APPROPRIATE FORUM: Each of the parties hereto irrevocably waives any
objection which it might now or hereafter have to the courts of England
being nominated as the forum to hear and determine any Proceedings and
to settle any disputes, and agrees not to claim that any such court is
not a convenient or appropriate forum.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed the day
and year first before written.
20
SCHEDULE 1
THE CURRENT ISSUER CASH MANAGEMENT SERVICES
The Current Issuer Cash Manager shall:
(a) make the determinations as set forth in Schedule 2;
(b) invest sums, if any, standing to the credit of the Current Issuer
Transaction Accounts in short-term Authorised Investments as determined
by the Current Issuer and, if applicable, the Note Trustee;
(c) apply the Current Issuer Available Revenue Receipts and Current Issuer
Available Principal Receipts in accordance with the relevant order of
priority of payments for the Current Issuer set out in Schedule 2;
(d) maintain the Current Issuer Principal Deficiency Ledger, and record (1)
principal deficiencies arising from Losses on the Mortgage Loans which
have been allocated by Funding to the Current Issuer Intercompany Loan,
(2) the use of Current Issuer Principal Receipts to meet any deficiency
in Current Issuer Revenue Receipts and (3) the use of Funding Available
Principal Receipts to fund or replenish, as the case may be, the
Current Issuer Liquidity Reserve Fund, if any;
(e) each time it records a debit on a Current Issuer Principal Deficiency
Sub Ledger, also record on such Current Issuer Principal Deficiency Sub
Ledger whether such debit was caused by (1) Losses on the Mortgage
Loans which have been allocated by Funding to the Current Issuer
Intercompany Loan, (2) the application of Current Issuer Principal
Receipts to meet any deficiency in Current Issuer Revenue Receipts, or
(3) the application of Funding Available Principal Receipts to fund or
replenish, as the case may be, the Current Issuer Liquidity Reserve
Fund, if any;
(f) provide the Current Issuer, Funding, the Note Trustee (upon its
request) and the Rating Agencies with quarterly reports in relation to
the Current Issuer as set out in Schedule 3;
(g) operate the Current Issuer Bank Accounts and ensure that payments are
made into and from such account in accordance with this Agreement, the
Current Issuer Deed of Charge, the Current Issuer Bank Account
Agreement and any other relevant Current Issuer Transaction Document,
PROVIDED HOWEVER THAT nothing herein shall require the Current Issuer
Cash Manager to make funds available to the Current Issuer to enable
such payments to be made other than as expressly required by the
provisions of this Agreement;
(h) keep records for all taxation purposes (including, without limitation
VAT);
(i) subject to any applicable law, assist the auditors of the Current
Issuer and provide such information to them as they may reasonably
request for the purpose of carrying out their duties as auditors;
(j) make all returns and filings, give all notices and make all
registrations and other notifications required in the day-to-day
operation of the business of the Current Issuer
21
or required to be given by the Current Issuer pursuant to the Current
Issuer Transaction Documents;
(k) arrange for all payments due to be made by the Current Issuer under any
of the Current Issuer Transaction Documents, PROVIDED THAT such moneys
are at the relevant time available to the Current Issuer and PROVIDED
FURTHER that nothing herein shall constitute a guarantee by the Current
Issuer Cash Manager of all or any of the obligations of the Current
Issuer under any of the Current Issuer Transaction Documents;
(l) without prejudice to the role of and in conjunction with the Current
Issuer Corporate Services Provider under the Current Issuer Corporate
Services Agreement, keep general books of account and records of the
Current Issuer; provide accounting services, including reviewing
receipts and payments, supervising and assisting in the preparation of
interim statements and final accounts and supervising and assisting in
the preparation of tax returns;
(m) without prejudice to the role of and in conjunction with the Current
Issuer Corporate Services Provider under the Current Issuer Corporate
Services Agreement, provide or procure the provision of company
secretarial and administration services to the Current Issuer including
the keeping of all registers and the making of all returns and filings
required by applicable law or by UK regulatory authorities, co-operate
in the convening of board and general meetings and provide registered
office facilities;
(n) itself on behalf of the Current Issuer, PROVIDED THAT such monies are
at the relevant time available to the Current Issuer, pay all the
out-of-pocket expenses of the Current Issuer, incurred by the Current
Issuer Cash Manager on behalf of the Current Issuer in the performance
of the Current Issuer Cash Manager's duties hereunder including without
limitation:
(i) all Taxes which may be due or payable by the Current Issuer;
(ii) all necessary filing and other fees in compliance with
regulatory requirements;
(iii) all legal and audit fees and other professional advisory fees;
and
(iv) all communication expenses including postage, courier and
telephone charges,
(o) the Current Issuer Cash Manager may invest monies standing from time to
time to the credit of the Current Issuer Transaction Accounts subject
to the following provisions:
(i) any such Authorised Investment shall be made in the joint
names of the Current Issuer and the Note Trustee;
(ii) any costs properly and reasonably incurred in making and
changing Authorised Investments will be reimbursed to the
Current Issuer Cash Manager and the Note Trustee by the
Current Issuer;
(iii) all income or proceeds following the disposal or maturity of
Authorised Investments shall be credited to the Current Issuer
Transaction Accounts from which moneys were withdrawn to make
the relevant Authorised Investment; and
22
(iv) following the enforcement of the Current Issuer Security no
such investment may be made without the prior written consent
of the Note Trustee.
The Note Trustee and the Current Issuer Cash Manager shall not be
responsible (save where any loss results from the Note Trustee's or the
Current Issuer Cash Manager's own fraud, wilful default or gross
negligence or that of its officers or employees) for any loss
occasioned by reason of any such Authorised Investments whether by
depreciation in value or otherwise provided that such Authorised
Investments were made in accordance with the above provisions;
(p) (i) if necessary, perform all currency conversions free of charge,
cost or expense at the relevant exchange rate; and
(ii) if necessary, perform all interest rate conversions free of
charge, cost or expense at the relevant interest swap rate.
for the purposes of any calculations referred to in sub-paragraphs (i)
and (ii) above, all percentages resulting from such calculations will
be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (e.g. 9.876541% (or 0.09876541) being rounded down to
9.87654% (or 0.0987654)) and (ii) any currency amounts used in or
resulting from such calculations will be rounded in accordance with the
relevant market practice; and
(q) arrange payment of all fees to the London Stock Exchange plc or, as
applicable, the UK Listing Authority.
23
SCHEDULE 2
CASH MANAGEMENT AND MAINTENANCE OF LEDGERS
1. DETERMINATION
(a) On or before each Current Issuer Note Determination Date
immediately preceding a Payment Date, the Current Issuer Cash
Manager shall determine each of the following in accordance
with this paragraph 1:
(i) the amount of any Current Issuer Available Revenue
Receipts to be applied on the following Payment Date
in accordance with the Current Issuer Pre-Enforcement
Revenue Priority of Payments set forth in paragraph 3
of this Schedule 2;
(ii) the amount of any Current Issuer Available Principal
Receipts to be applied on the following Payment Date
in accordance with the Current Issuer Pre-Enforcement
Principal Priority of Payments set forth in paragraph
4 of this Schedule 2;
(iii) whether there will be an excess or a deficit of the
Current Issuer Available Revenue Receipts to pay
items (A) through (O) of the Current Issuer
Pre-Enforcement Revenue Priority of Payments (after
taking account of any Shared Issuer Revenue Receipts
available therefor) as set forth in paragraph 3 of
this Schedule 2;
(iv) the various amounts, balances and rates to be
calculated in accordance with the Current Issuer
Basis Rate Swap and the Current Issuer Currency
Swaps, and shall promptly notify the Current Issuer,
the Note Trustee and each Calculation Agent (as
defined in each Current Issuer Basis Rate Swap
Agreement and each Current Issuer Currency Swap
Agreement) of such amounts, balances and rates; and
(v) the Principal Amount Outstanding of the Current
Issuer Notes, the Pool Factor, and the Note Principal
Payment of the Current Issuer Notes in accordance
with the Conditions.
(b) If the Current Issuer Cash Manager determines (as set forth in
paragraph 1(a)(iii)) that there is a deficit (a "CURRENT
ISSUER INCOME DEFICIT") in the amount of Current Issuer
Available Revenue Receipts to pay items (A) through (E), (G)
and/or (I) of the Current Issuer Pre-Enforcement Revenue
Priority of Payments, and the Current Issuer has provided for
that deficit by the application of funds standing to the
credit of the Current Issuer Principal Ledger, if any, then
the Current Issuer Cash Manager shall make a corresponding
debit entry in the relevant Current Issuer Principal
Deficiency Sub Ledger, PROVIDED THAT the Current Issuer Cash
Manager shall ensure that Current Issuer Principal Receipts
are not used to pay interest on any class of Current Issuer
Notes if and to the extent that would result in a deficiency
being recorded, or an existing deficiency being increased, on
a Current Issuer Principal Deficiency Sub Ledger relating to a
higher ranking
24
Class of Current Issuer Notes, and furthermore that Current
Issuer Principal Receipts are not used to make up any deficit
other than in respect of items (A) through (E), (G) and (I) of
the Current Issuer Pre-Enforcement Revenue Priority of
Payments. The Current Issuer Cash Manager shall thereafter
record as a debit on the Current Issuer Revenue Ledger the
application by the Current Issuer of any excess Current Issuer
Available Revenue Receipts to extinguish any balance on a
Current Issuer Principal Deficiency Sub Ledger.
(c) The Current Issuer Cash Manager may make all the
determinations referred to in paragraph 1(a) on the basis of
any reasonable and proper assumptions as the Current Issuer
Cash Manager considers appropriate (including without
limitation as to the amount of any payments to be made under
paragraph 3 below during the period from and including the
Current Issuer Note Determination Date immediately preceding a
Payment Date to but excluding such Payment Date).
The Current Issuer Cash Manager shall notify the Current
Issuer and the Note Trustee on request of any such other
assumptions and shall take account of any representations made
by the Current Issuer and the Note Trustee (as the case may
be) in relation thereto.
(d) Each determination made in accordance with this paragraph 1
shall (in the absence of bad faith, wilful default, negligence
and manifest error) be final and binding on all persons.
2. NOTIFICATION OF DETERMINATIONS
(a) The Current Issuer Cash Manager will cause each determination
of Current Issuer Available Principal Receipts and Current
Issuer Available Revenue Receipts (in accordance with
paragraph 1(a)(i) and (ii)) and any Current Issuer Income
Deficit (in accordance with paragraph 1(a)(iii)) to be
notified forthwith, following the calculation thereof, to the
Current Issuer.
(b) The Current Issuer Cash Manager shall procure that the
determinations and notifications required to be made pursuant
to Condition 5(C) of the Conditions are made.
3. PRIORITY OF PAYMENTS FOR CURRENT ISSUER AVAILABLE REVENUE RECEIPTS
Current Issuer Available Revenue Receipts will be applied, as
applicable:
(a) on each Payment Date; or
(b) on each day when due in respect of amounts due to third
parties pursuant to paragraph (C) below,
in each case prior to the enforcement of the Current Issuer Security
pursuant to the Current Issuer Deed of Charge or until such time as
there are no Current Issuer Secured Obligations outstanding, in making
such payments and provisions in the following order of priority (in
each case only if and to the extent that payments or
25
provisions of a higher priority have been made in full) (the "CURRENT
ISSUER PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS"):
(A) first, to pay amounts due to the Note 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 Note Trustee
under the Current Issuer Trust Deed, the Current Issuer Deed
of Charge or any other Transaction Document;
(B) second, in no order of priority between them but in proportion
to the respective amounts due, to pay amounts due to the Agent
Bank, the Paying Agents, the Transfer Agent and the Registrar,
together with interest and (to the extent not already
inclusive) VAT on those amounts, and to provide for any costs,
charges, liabilities and expenses due or to become due during
the following Interest Period to the Agent Bank, the Paying
Agents, the Transfer Agent and the Registrar under the Current
Issuer Paying Agent and Agent Bank Agreement;
(C) third, to pay amounts due to any third party creditors of the
Current Issuer (other than those referred to later in this
order of priority of payments or in the Current Issuer
Pre-Enforcement Principal Priority of Payments), of which the
Current Issuer Cash Manager has notice prior to the relevant
Payment Date, which amounts have been incurred without breach
by the Current Issuer 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 during the following Interest Period by
the Current Issuer and to pay or discharge any liability of
the Current Issuer for corporation tax on any chargeable
income or gain of the Current Issuer;
(D) fourth, in no order of priority between them but in proportion
to the respective amounts due, to pay amounts due to the
Current Issuer Cash Manager under the Current Issuer Cash
Management Agreement, the Current Issuer Corporate Services
Provider under the Current Issuer Corporate Services Agreement
and the Current Issuer Account Bank under the Current Issuer
Bank Account Agreement together with (to the extent not
already inclusive) VAT on those amounts, and to provide for
any amounts due, or to become due in the immediately
succeeding interest period, to the Current Issuer Cash Manager
under the Current Issuer Cash Management Agreement, to the
Current Issuer Corporate Services Provider under the Current
Issuer Corporate Services Agreement and to the Current Issuer
Account Bank under the Current Issuer Bank Account Agreement;
(E) fifth, in no order of priority between them but in proportion
to the respective amounts due, to pay:
(1) amounts (including such part of any termination
payment) due to the Current Issuer Basis Rate Swap
Provider (except for any termination payment or any
part thereof due and payable to the Current Issuer
Basis Rate Swap Provider as a result of a Basis Rate
Swap Provider Default, save to the extent such
termination payment may be satisfied by any Swap
Replacement Payment made to the Current Issuer
26
following a Downgrade Termination Event and applied
in accordance with this order of priority of
payments);
(2) amounts due in respect of interest and such part of
any termination payment due to the Series 1 Class A1
Dollar Currency Swap Provider under the Series 1
Class A1 Dollar Currency Swap (except for any
termination payment or any part thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) and from amounts received in
respect of interest from the Series 1 Class A1 Dollar
Currency Swap Provider to pay interest due or overdue
on the Series 1 Class A1 Notes to holders of the
Series 1 Class A1 Notes;
(3) amounts due in respect of interest and such part of
any termination payment due to the Series 1 Class A2
Dollar Currency Swap Provider under the Series 1
Class A2 Dollar Currency Swap (except for any
termination payment or any part thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) and from amounts received in
respect of interest from the Series 1 Class A2 Dollar
Currency Swap Provider to pay interest due or overdue
on the Series 1 Class A2 Notes to holders of the
Series 1 Class A2 Notes;
(4) amounts due in respect of interest and such part of
any termination payment due to the Series 2 Class A
Euro Currency Swap Provider under the Series 2 Class
A Euro Currency Swap (except for any termination
payment or any part thereof due and payable to that
Swap Provider as a result of a Euro Currency Swap
Provider Default by that Swap Provider, save to the
extent such termination payment may be satisfied by
any Swap Replacement Payment made to the Current
Issuer following a Downgrade Termination Event and
applied in accordance with this order of priority of
payments) and from amounts received in respect of
interest from the Series 2 Class A Euro Currency Swap
Provider to pay interest due or overdue on the Series
2 Class A Notes to the holders of the Series 2 Class
A Notes; and
(5) amounts due to pay interest due or overdue on the
Series 3 Class A Notes to the holders of the Series 3
Class A Notes;
(F) sixth, towards a credit to the Class A Principal Deficiency
Sub Ledger in an amount up to the amount necessary to
eliminate any debit on the Class A Principal Deficiency Sub
Ledger;
(G) seventh, in no order of priority between them but in
proportion to the respective amounts due, to pay:
27
(1) amounts due in respect of interest and such part of
any termination payment due to the Series 1 Class B
Dollar Currency Swap Provider under the Series 1
Class B Dollar Currency Swap (except for any
termination payment or any part thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) and from amounts received in
respect of interest from the Series 1 Class B Dollar
Currency Swap Provider to pay interest due or overdue
on the Series 1 Class B Notes to the holders of the
Series 1 Class B Notes;
(2) amounts due in respect of interest and such part of
any termination payment due to the Series 2 Class B
Euro Currency Swap Provider under the Series 2 Class
B Euro Currency Swap (except for any termination
payment or any part thereof due and payable to that
Swap Provider as a result of a Euro Currency Swap
Provider Default by that Swap Provider, save to the
extent such termination payment may be satisfied by
any Swap Replacement Payment made to the Current
Issuer following a Downgrade Termination Event and
applied in accordance with this order of priority of
payments) and from amounts received in respect of
interest from the Series 2 Class B Euro Currency Swap
Provider to pay interest due or overdue on the Series
2 Class B Notes to the holders of the Series 2 Class
B Notes; and
(3) amounts due to pay interest due or overdue on the
Series 3 Class B Notes to the holders of the Series 3
Class B Notes;
(H) eighth, towards a credit to the Class B Principal Deficiency
Sub Ledger in an amount up to the amount necessary to
eliminate any debit on the Class B Principal Deficiency Sub
Ledger;
(I) ninth, in no order of priority between them but in proportion
to the respective amounts due, to pay:
(1) amounts due in respect of interest and such part of
any termination payment due to the Series 1 Class C
Dollar Currency Swap Provider under the Series 1
Class C Dollar Currency Swap (except for any
termination payment or any part thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) and from amounts received in
respect of interest from the Series 1 Class C Dollar
Currency Swap Provider to pay interest due or overdue
on the Series 1 Class C Notes to the holders of the
Series 1 Class C Notes;
(2) amounts due in respect of interest and such part of
any termination payment or any part thereof due to
the Series 2 Class C Euro Currency
28
Swap Provider under the Series 2 Class C Euro
Currency Swap (except for any termination payment due
and payable to that Swap Provider as a result of a
Euro Currency Swap Provider Default by that Swap
Provider, save to the extent such termination payment
may be satisfied by any Swap Replacement Payment made
to the Current Issuer following a Downgrade
Termination Event and applied in accordance with this
order of priority of payments) and from amounts
received in respect of interest from the Series 2
Class C Euro Currency Swap Provider to pay interest
due or overdue on the Series 2 Class C Notes to the
holders of the Series 2 Class C Notes; and
(3) amounts due to pay interest due or overdue on the
Series 3 Class C Notes to the holders of the Series 3
Class C Notes;
(J) tenth, towards a credit to the Class C Principal Deficiency
Sub Ledger in an amount up to the amount necessary to
eliminate any debit on the Class C Principal Deficiency Sub
Ledger;
(K) eleventh, in no order of priority between them but in
proportion to the respective amounts due, to pay any
termination payment to:
(1) the Current Issuer Basis Rate Swap Provider following
a Basis Rate Swap Provider Default;
(2) any Dollar Currency Swap Provider following a Dollar
Currency Swap Provider Default; and
(3) any Euro Currency Swap Provider following a Euro
Currency Swap Provider Default;
(L) twelfth, to pay to the Current Issuer an amount equal to 0.01%
per annum of the interest received under the Current Issuer
Intercompany Loan, to be retained by the Current Issuer as
profit, less corporation tax in respect of those profits
provided for or paid at item (C) above; and
(M) last, to pay to shareholders of the Current Issuer any
dividend declared by the Current Issuer.
4. PRIORITY OF PAYMENTS FOR CURRENT ISSUER AVAILABLE PRINCIPAL RECEIPTS
4.1 DISTRIBUTION OF CURRENT ISSUER AVAILABLE PRINCIPAL RECEIPTS PRIOR TO
ENFORCEMENT OF THE CURRENT ISSUER SECURITY
Prior to enforcement of the Current Issuer Security pursuant to the
Current Issuer Deed of Charge and/or the occurrence of a Trigger Event,
or until such time as there are no Current Issuer Notes outstanding,
Current Issuer Available Principal Receipts will be applied in the
following order of priority (the "CURRENT ISSUER PRE-ENFORCEMENT
PRINCIPAL PRIORITY OF PAYMENTS"):
(A) first, amounts due in respect of principal and such part of
any termination payment due to the Series 1 Class A1 Dollar
Currency Swap Provider under the Series 1 Class A1 Dollar
Currency Swap (except for any termination
29
payment or any part thereof due and payable to that Swap
Provider as a result of a Dollar Currency Swap Provider
Default by that Swap Provider, save to the extent such
termination payment may be satisfied by any Swap Replacement
Payment made to the Current Issuer following a Downgrade
Termination Event and applied in accordance with this order of
priority of payments) and from amounts received in respect of
principal from the Series 1 Class A1 Dollar Currency Swap
Provider to pay up to the Series 1 Class A1 Controlled
Amortisation Amount to the holders of the Series 1 Class A1
Notes;
(B) second, :in no order of priority between them but in
proportion to the respective amounts due, to pay:
(1) amounts due in respect of principal and such part of
any termination payment due to the Series 1 Class A2
Dollar Currency Swap Provider under the Series 1
Class A2 Dollar Currency Swap (except for any
termination payment or any part thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) and from amounts received in
respect of principal from the Series 1 Class A2
Dollar Currency Swap Provider to pay up to the Series
1 Class A2 Controlled Amortisation Amount to the
holders of the Series 1 Class A2 Notes;
(2) amounts due in respect of principal and such part of
any termination payment due to the Series 2 Class A
Euro Currency Swap Provider under the Series 2 Class
A Euro Currency Swap (except for any termination
payment or any part thereof due and payable to that
Swap Provider as a result of a Euro Currency Swap
Provider Default by that Swap Provider, save to the
extent such termination payment may be satisfied by
any Swap Replacement Payment made to the Current
Issuer following a Downgrade Termination Event and
applied in accordance with this order of priority of
payments) and from amounts received in respect of
principal from the Series 2 Class A Euro Currency
Swap Provider to pay up to the Series 2 Class A
Controlled Amortisation Amount to the holders of the
Series 2 Class A Notes;
(C) third, up to the Series 3 Class A Controlled Amortisation
Amount to the holders of the Series 3 Class A Notes;
(D) fourth, provided that the Issuer Reserve Requirement, the
Issuer Arrears Test and the Subordinated Principal Test are
satisfied on such Payment Date (or, if any of the Issuer
Reserve Requirement, the Issuer Arrears Test and the
Subordinated Principal Test are not satisfied on such Payment
Date, but the Class A Notes have been repaid in full), in no
order of priority between them but in proportion to the
respective amounts due, to pay:
(1) amounts due in respect of principal and such part of
any termination payment due to the Series 1 Class B
Dollar Currency Swap Provider
30
under the Series 1 Class B Dollar Currency Swap
(except for any termination payment or any part
thereof due and payable to that Swap Provider as a
result of a Dollar Currency Swap Provider Default by
that Swap Provider, save to the extent such
termination payment may be satisfied by any Swap
Replacement Payment made to the Current Issuer
following a Downgrade Termination Event and applied
in accordance with this order of priority of
payments) and from amounts received in respect of
principal from the Series 1 Class B Dollar Currency
Swap Provider to pay up to the Series 1 Class B
Controlled Amortisation Amount to the holders of the
Series 1 Class B Notes;
(2) amounts due in respect of principal and such part of
any termination payment due to the Series 2 Class B
Euro Currency Swap Provider under the Series 2 Class
B Euro Currency Swap (except for any termination
payment or any part thereof due and payable to that
Swap Provider as a result of a Euro Currency Swap
Provider Default by that Swap Provider, save to the
extent such termination payment may be satisfied by
any Swap Replacement Payment made to the Current
Issuer following a Downgrade Termination Event and
applied in accordance with this order of priority of
payments) and from amounts received in respect of
principal from the Series 2 Class B Euro Currency
Swap Provider to pay up to the Series 2 Class B
Controlled Amortisation Amount to the holders of the
Series 2 Class B Notes; and
(3) up to the Series 3 Class B Controlled Amortisation
Amount to the holders of the Series 3 Class B Notes;
and
(E) last, provided that the Issuer Reserve Requirement, the Issuer
Arrears Test and the Subordinated Principal Test are satisfied
on such Payment Date (or, if any of the Issuer Reserve
Requirement, the Issuer Arrears Test and the Subordinated
Principal Test are not satisfied on such Payment Date, but the
Class A Notes have been repaid in full) to pay:
(1) amounts due in respect of principal and such part of
any termination payment due to the Series 1 Class C
Dollar Currency Swap Provider (except for any
termination payment or any part thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) under the Series 1 Class C
Dollar Currency Swap and from amounts received in
respect of principal from the Series 1 Class C Dollar
Currency Swap Provider to pay up to the Series 1
Class C Controlled Amortisation Amount to the holders
of the Series 1 Class C Notes;
(2) amounts due in respect of principal and such part of
any termination payment due to the Series 2 Class C
Euro Currency Swap Provider under the Series 2 Class
C Euro Currency Swap (except for any termination
payment or any part thereof due and payable to that
Swap
31
Provider as a result of a Euro Currency Swap Provider
Default by that Swap Provider, save to the extent
such termination payment may be satisfied by any Swap
Replacement Payment made to the Current Issuer
following a Downgrade Termination Event and applied
in accordance with this order of priority of
payments) and from amounts received in respect of
principal from the Series 2 Class C Euro Currency
Swap Provider to pay up to the Series 2 Class C
Controlled Amortisation Amount to the holders of the
Series 2 Class C Notes; and
(3) up to the Series 3 Class C Controlled Amortisation
Amount to the holders of the Series 3 Class C Notes.
The Controlled Amortisation Amount of each class of Current Issuer
Notes for each Payment Date is as set forth on Schedule 4.
4.2 DISTRIBUTION OF CURRENT ISSUER AVAILABLE PRINCIPAL RECEIPTS FOLLOWING
THE OCCURRENCE OF A NON-ASSET TRIGGER EVENT
Following the occurrence of a Non-Asset Trigger Event but prior to
enforcement of the Funding Security under the Funding Deed of Charge
and/or the Current Issuer Security under the Current Issuer Deed of
Charge, the Current Issuer Cash Manager will apply Current Issuer
Available Principal Receipts in the following order of priority:
(A) first, to pay amounts (including such part of any termination
payment) due to the Series 1 Class A1 Dollar Currency Swap
Provider under the Series 1 Class A1 Dollar Currency Swap
(except for any termination payment or any part thereof due
and payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider, save to
the extent such termination payment may be satisfied by any
Swap Replacement Payment made to the Current Issuer following
a Downgrade Termination Event and applied in accordance with
this order of priority of payments) and from amounts received
from the Series 1 Class A1 Dollar Currency Swap Provider to
repay the Series 1 Class A1 Notes until the Series 1 Class A1
Notes have been repaid in full;
(B) second, in no order of priority between them, but in
proportion to the amounts due:
(1) to pay amounts (including such part of any
termination payment) due to the Series 1 Class A2
Dollar Currency Swap Provider under the Series 1
Class A2 Dollar Currency Swap (except for any
termination payment or any part thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) and from amounts received from
the Series 1 Class A2 Dollar Currency Swap Provider
to repay the Series 1 Class A2 Notes until the Series
1 Class A2 Notes have been repaid in full;
32
(2) to pay amounts (including such part of any
termination payment) due to the Series 2 Class A Euro
Currency Swap Provider under the Series 2 Class A
Euro Currency Swap (except for any termination
payment or any amount thereof due and payable to that
Swap Provider as a result of a Euro Currency Swap
Provider Default by that Swap Provider, save to the
extent such termination payment may be satisfied by
any Swap Replacement Payment made to the Current
Issuer following a Downgrade Termination Event and
applied in accordance with this order of priority of
payments) and from amounts received from the Series 2
Class A Euro Currency Swap Provider to repay the
Series 2 Class A Notes until the Series 2 Class A
Notes have been repaid in full;
(C) third, to repay the Series 3 Class A Notes until the Series 3
Class A Notes have been repaid in full;
(D) fourth, in no order of priority between them, but in
proportion to the amounts due:
(1) to pay amounts (including such part of any
termination payment) due to the Series 1 Class B
Dollar Currency Swap Provider under the Series 1
Class B Dollar Currency Swap (except for any
termination payment or any amount thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) and from amounts received from
the Series 1 Class B Dollar Currency Swap Provider to
repay the Series 1 Class B Notes until the Series 1
Class B Notes have been repaid in full;
(2) to pay amounts (including such part of any
termination payment) due to the Series 2 Class B Euro
Currency Swap Provider under the Series 2 Class B
Euro Currency Swap (except for any termination
payment or any amount thereof due and payable to that
Swap Provider as a result of a Euro Currency Swap
Provider Default by that Swap Provider, save to the
extent such termination payment may be satisfied by
any Swap Replacement Payment made to the Current
Issuer following a Downgrade Termination Event and
applied in accordance with this order of priority of
payments) and from amounts received from the Series 2
Class B Euro Currency Swap Provider to repay the
Series 2 Class B Notes until the Series 2 Class B
Notes have been repaid in full; and
(3) to repay the Series 3 Class B Notes until the Series
3 Class B Notes have been repaid in full; and
(E) last, in no order of priority between them, but in proportion
to the amounts due:
33
(1) to pay amounts (including such part of any
termination payment) due to the Series 1 Class C
Dollar Currency Swap Provider under the Series 1
Class C Dollar Currency Swap (except for any
termination payment or any amount thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) and from amounts received from
the Series 1 Class C Dollar Currency Swap Provider to
repay the Series 1 Class C Notes until the Series 1
Class C Notes have been repaid in full;
(2) to pay amounts (including such part of any
termination payment) due to the Series 2 Class C Euro
Currency Swap Provider under the Series 2 Class C
Euro Currency Swap (except for any termination
payment or any amount thereof due and payable to that
Swap Provider as a result of a Euro Currency Swap
Provider Default by that Swap Provider, save to the
extent such termination payment may be satisfied by
any Swap Replacement Payment made to the Current
Issuer following a Downgrade Termination Event and
applied in accordance with this order of priority of
payments) and from amounts received from the Series 2
Class C Euro Currency Swap Provider to repay the
Series 2 Class C Notes until the Series 2 Class C
Notes have been repaid in full; and
(3) to repay the Series 3 Class C Notes until the Series
3 Class C Notes have been repaid in full.
4.3 DISTRIBUTION OF CURRENT ISSUER AVAILABLE PRINCIPAL RECEIPTS FOLLOWING
THE OCCURRENCE OF AN ASSET TRIGGER EVENT
Following the occurrence of an Asset Trigger Event but prior to
enforcement of the Funding Security under the Funding Deed of Charge
and/or the Current Issuer Security under the Current Issuer Deed of
Charge, the Current Issuer Cash Manager will apply Current Issuer
Available Principal Receipts in the following order of priority:
(A) first, in no order of priority between them, but in proportion
to the amounts due:
(1) to pay amounts (including such part of any
termination payment) due to the Series 1 Class A1
Dollar Currency Swap Provider under the Series 1
Class A1 Dollar Currency Swap (except for any
termination payment or any amount thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) and from amounts received from
the Series 1 Class A1 Dollar Currency Swap Provider
to repay
34
the Series 1 Class A1 Notes until the Series 1 Class
A1 Notes have been repaid in full;
(2) to pay amounts (including such part of any
termination payment) due to the Series 1 Class A2
Dollar Currency Swap Provider under the Series 1
Class A2 Dollar Currency Swap (except for any
termination payment or any amount thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) and from amounts received from
the Series 1 Class A2 Dollar Currency Swap Provider
to repay the Series 1 Class A2 Notes until the Series
1 Class A2 Notes have been repaid in full;
(3) to pay amounts (including such part of any
termination payment) due to the Series 2 Class A Euro
Currency Swap Provider under the Series 2 Class A
Euro Currency Swap (except for any termination
payment or any amount thereof due and payable to that
Swap Provider as a result of a Euro Currency Swap
Provider Default by that Swap Provider, save to the
extent such termination payment may be satisfied by
any Swap Replacement Payment made to the Current
Issuer following a Downgrade Termination Event and
applied in accordance with this order of priority of
payments) and from amounts received from the Series 2
Class A Euro Currency Swap Provider to repay the
Series 2 Class A Notes until the Series 2 Class A
Notes have been repaid in full; and
(4) to repay the Series 3 Class A Notes until the Series
3 Class A Notes have been repaid in full;
(B) second, in no order of priority between them, but in
proportion to the amounts due:
(1) to pay amounts (including such part of any
termination payment) due to the Series 1 Class B
Dollar Currency Swap Provider under the Series 1
Class B Dollar Currency Swap (except for any
termination payment or any amount thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) and from amounts received from
the Series 1 Class B Dollar Currency Swap Provider to
repay the Series 1 Class B Notes until the Series 1
Class B Notes have been repaid in full; and
(2) to pay amounts (including such part of any
termination payment) due to the Series 2 Class B Euro
Currency Swap Provider under the Series 2 Class B
Euro Currency Swap (except for any termination
payment or
35
any amount thereof due and payable to that Swap
Provider as a result of a Euro Currency Swap Provider
Default by that Swap Provider, save to the extent
such termination payment may be satisfied by any Swap
Replacement Payment made to the Current Issuer
following a Downgrade Termination Event and applied
in accordance with this order of priority of
payments) and from amounts received from the Series 2
Class B Euro Currency Swap Provider to repay the
Series 2 Class B Notes until the Series 2 Class B
Notes have been repaid in full; and
(3) to repay the Series 3 Class B Notes until the Series
3 Class B Notes have been repaid in full; and
(C) last, in no order of priority between them, but in proportion
to the amounts due:
(1) to pay amounts (including such part of any
termination payment) due to the Series 1 Class C
Dollar Currency Swap Provider under the Series 1
Class C Dollar Currency Swap (except for any
termination payment or any amount thereof due and
payable to that Swap Provider as a result of a Dollar
Currency Swap Provider Default by that Swap Provider,
save to the extent such termination payment may be
satisfied by any Swap Replacement Payment made to the
Current Issuer following a Downgrade Termination
Event and applied in accordance with this order of
priority of payments) and from amounts received from
the Series 1 Class C Dollar Currency Swap Provider to
repay the Series 1 Class C Notes until the Series 1
Class C Notes have been repaid in full;
(2) to pay amounts (including such part of any
termination payment) due to the Series 2 Class C Euro
Currency Swap Provider under the Series 2 Class C
Euro Currency Swap (except for any termination
payment or any amount thereof due and payable to that
Swap Provider as a result of a Euro Currency Swap
Provider Default by that Swap Provider, save to the
extent such termination payment may be satisfied by
any Swap Replacement Payment made to the Current
Issuer following a Downgrade Termination Event and
applied in accordance with this order of priority of
payments) and from amounts received from the Series 2
Class C Euro Currency Swap Provider to repay the
Series 2 Class C Notes until the Series 2 Class C
Notes have been repaid in full; and
(3) to repay the Series 3 Class C Notes until the Series
3 Class C Notes have been repaid in full.
5. USE OF LEDGERS
The Current Issuer Cash Manager shall forthwith record monies received
or payments made by it on behalf of the Current Issuer in the ledgers
in the manner set out in this Agreement. If, at any time, the Current
Issuer Cash Manager is in any doubt as to
36
which ledger a particular amount should be credited or debited, it
shall consult with the Note Trustee thereon.
Except in the case of the Current Issuer Principal Deficiency Ledger, a
debit item shall only be made in respect of any of the Current Issuer
Ledgers, and the corresponding payment or transfer (if any) may only be
made from the Current Issuer Transaction Accounts, to the extent that
such entry does not cause the relevant ledger to have a debit balance.
In the case of the Current Issuer Principal Deficiency Ledger and each
Current Issuer Principal Deficiency Sub Ledger, a credit item shall
only be made to the extent that such entry does not cause such ledger
to have a credit balance.
6. CURRENT ISSUER REVENUE LEDGER
The Current Issuer Cash Manager shall ensure that:
(a) the following amounts shall be credited to the Current Issuer
Revenue Ledger:
(i) all interest fees and any other amount (not including
principal), if any, paid by Funding to the Current
Issuer under the terms of the Current Issuer
Intercompany Loan;
(ii) all interest received by the Current Issuer in
respect of the Current Issuer Bank Accounts;
(iii) all amounts received by the Current Issuer
representing income on any Current Issuer Authorised
Investments;
(iv) all amounts (other than any early termination payment
which is to be used to acquire, if necessary, a new
basis rate swap) received by the Current Issuer under
the Basis Rate Swap Agreement;
(v) all revenue amounts (other than any early termination
payment which is to be used to acquire, if necessary,
a new currency swap) received by the Current Issuer
under the Currency Swap Agreements; and
(vi) any amount debited to the Current Issuer Principal
Ledger under paragraph 8; and
(b) any payment or provision made under paragraphs 1 and 3 of this
Schedule 2 shall be debited to the Current Issuer Revenue
Ledger.
7. CURRENT ISSUER PRINCIPAL LEDGER
Without prejudice to paragraph 8 below, the Current Issuer Cash Manager
shall ensure that:
(a) the following amounts shall be credited to the Current Issuer
Principal Ledger:
(i) all principal paid by Funding to the Current Issuer
under the terms of the Current Issuer Intercompany
Loan; and
37
(ii) amounts credited to the Current Issuer Principal
Deficiency Ledger under paragraphs 3 and 8; and
(b) any payment or provision made under paragraph 4 of this
Schedule 2 shall be debited to the Current Issuer Principal
Ledger.
8. CURRENT ISSUER PRINCIPAL DEFICIENCY LEDGER
(a) Without prejudice to paragraph 7, the Current Issuer Cash
Manager shall ensure that there shall be debited to the
Current Issuer Principal Deficiency Ledger:
(i) principal deficiencies arising from Losses on the
Mortgage Loans which have been allocated by Funding
to the Current Issuer Intercompany Loan;
(ii) the use of Current Issuer Available Principal
Receipts to meet any deficiency in Current Issuer
Available Revenue Receipts; and
(iii) the use of Funding Available Principal Receipts to
fund the Current Issuer Liquidity Reserve Fund, if
any.
(b) The Current Issuer Cash Manager shall ensure that there shall
be credited to the Current Issuer Principal Deficiency Ledger
any amount to be credited in accordance with paragraph 3
above.
(c) Amounts to be debited to the Current Issuer Principal
Deficiency Ledger shall be debited in the following order:
(i) first, on the Class C Principal Deficiency Sub
Ledger, until the balance of the Class C Principal
Deficiency Sub Ledger is equal to the aggregate
Outstanding Principal Balance of the Class C Notes;
(ii) Second, on the Class B Principal Deficiency Sub
Ledger, until the balance of the Class B Principal
Deficiency Sub Ledger is equal to the aggregate
Outstanding Principal Balance of the Class B Notes;
and
(iii) last, on the Class A Principal Deficiency Sub Ledger,
at which point an Asset Trigger Event will have
occurred.
9. RECORDS
The Current Issuer Cash Manager shall ensure that a separate record is
kept of any amount received from each of the Dollar Currency Swap
Provider, the Euro Currency Swap Provider and the Basis Rate Swap
Provider pursuant to, respectively, the Dollar Currency Swap
Agreements, the Euro Currency Swap Agreements and the Basis Rate Swap
Agreement.
The Current Issuer Cash Manager hereby agrees that, each time the
Current Issuer Cash Manager records a debit on a Current Issuer
Principal Deficiency Sub Ledger, the Current Issuer Cash Manager shall
also record on such Current Issuer Principal Deficiency Sub Ledger
whether such debit was caused by (A) Losses on the
38
Mortgage Loans which have been allocated by Funding to the Current
Issuer Intercompany Loan, (B) the application of Current Issuer
Available Principal Receipts to meet any deficiency in Current Issuer
Available Revenue Receipts, or (C) the application of Funding Available
Principal Receipts to fund the Current Issuer Liquidity Reserve Fund,
if any.
39
SCHEDULE 3
FORM OF ISSUER QUARTERLY REPORT
GRANITE MORTGAGES 02-2 PLC
PROFIT & LOSS ACCOUNT
PERIOD ENDED
This Quarter Prior Quarter
(pound) 000's (pound) 000's
Interest Receivable - Intercompany Loan
Interest Receivable - Cash Deposits/Authorised
Investments
-----------------------------
0 0
Interest Payable - Notes
Interest Payable
-----------------------------
0 0
-----------------------------
Net Operating Income 0 0
Other Income
Operating Expenses
-----------------------------
Profit/loss on ordinary activities before tax 0 0
Taxation
-----------------------------
Profit/loss on ordinary activities after tax 0 0
Dividend 0 0
Retained profit brought forward 0 0
-----------------------------
Retained profit for the year 0 0
=============================
40
GRANITE MORTGAGES 02-2 PLC
BALANCE SHEET
PERIOD ENDED
(pound) 000's (pound) 000's
FIXED ASSET INVESTMENTS
Intercompany Lending 0
CURRENT ASSETS
Interest Receivable 0
Other debtors 0
Cash at Bank 0
Current Issuer Transaction Account:
------------
0
------------
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Accruals 0
Interest Payable Accrual 0
Taxation 0
------------
0
------------
Net current assets 0
CREDITORS: AMOUNTS FALLING DUE AFTER ONE YEAR
Amount due to Noteholders 0
-------------
Total Assets less current liabilities 0
=============
Share Capital 0
Reserves 0
-------------
0
=============
0
41
Current Issuer Notes to Balance Sheet:
Principal Deficiency Ledger
Class A Principal Deficiency Sub Ledger
Opening PDL Balance
Losses this Quarter
Amount of PDL top-up
Closing PDL Balance
Class B Principal Deficiency Sub Ledger
Opening PDL Balance
Losses this Quarter
Amount of PDL top-up
Closing PDL Balance
Class C Principal Deficiency Sub Ledger
Opening PDL Balance
Losses this Quarter
Amount of PDL top-up
Closing PDL Balance
42
GRANITE MORTGAGES 02-2 PLC
NOTES OUTSTANDING
PERIOD ENDED
SERIES 1 CLASS A1 SERIES 1 CLASS A2 SERIES 2 CLASS A SERIES 3 CLASS A
Xxxxx'x Current Rating
Fitch Ratings Current Rating
S&P Current Rating
SERIES 1 CLASS B SERIES 2 CLASS B SERIES 3 CLASS B
Xxxxx'x Current Rating
Fitch Ratings Current Rating
S&P Current Rating
SERIES 1 CLASS C SERIES 2 CLASS C SERIES 3 CLASS C
Xxxxx'x Current Rating
Fitch Ratings Current Rating
S&P Current Rating
SERIES 1 CLASS A1 SERIES 1 CLASS A2 SERIES 2 CLASS A SERIES 3 CLASS A
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note Principal
SERIES 1 CLASS B SERIES 2 CLASS B SERIES 3 CLASS B
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note Principal
SERIES 1 CLASS C SERIES 2 CLASS C SERIES 3 CLASS C
Initial Note Balance
Previous Quarters Note
Principal
Note Redemptions
Outstanding Note Principal
SERIES 1 CLASS A SERIES 2 CLASS A SERIES 3 CLASS A
Note Interest Margins
Step Up Dates
Step Up Margins
SERIES 1 CLASS B SERIES 2 CLASS B SERIES 3 CLASS B
Note Interest Margins
Step Up Dates
Step Up Margins
SERIES 1 CLASS C SERIES 2 CLASS C SERIES 3 CLASS C
Note Interest Margins
Step Up Dates
Step Up Margins
Payment Cycle
Payment Date
Next Payment Date
Amount Credited to Principal
Deficiency Sub Ledger:
Current Quarter:
Aggregate:
43
SCHEDULE 4
CONTROLLED AMORTISATION AMOUNT/TARGET BALANCE
The "CONTROLLED AMORTISATION AMOUNT" for each Class of Current Issuer Notes for
any Payment Date set forth below is an amount not greater than the amount which
the Current Issuer would be required to repay in respect of such Class of
Current Issuer Notes so that on the relevant Payment Date the aggregate
Principal Amount Outstanding of such Class of Current Issuer Notes has been
reduced to (but is not less than) the "TARGET BALANCE" set out in the following
table:
-------------------------------------------------------------------------------------------------------------------------
PAYMENT (POUND) TARGET $ TARGET (POUND) TARGET $ TARGET (POUND) TARGET $ TARGET (POUND) TARGET $ TARGET
DATE BALANCE BALANCE BALANCE BALANCE BALANCE BALANCE BALANCE BALANCE
OCCURRING FOR FOR FOR FOR SERIES FOR FOR FOR FOR
IN: SERIES 1 SERIES 1 SERIES 1 1 CLASS A2 SERIES 1 SERIES 1 SERIES 1 SERIES 1
CLASS A1 CLASS A1 CLASS A2 NOTES CLASS B CLASS B CLASS C CLASS C
NOTES NOTES NOTES NOTES NOTES NOTES NOTES
-------------------------------------------------------------------------------------------------------------------------
Jan 2003 311,688,312 480,000,000 746,753,247 1,150,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Apr 2003 201,298,701 310,000,000 746,753,247 1,150,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Jul 2003 100,649,351 155,000,000 746,753,247 1,150,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Oct 2003 0 0 737,012,987 1,135,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Jan 2004 0 0 701,298,701 1,080,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Apr 2004 0 0 652,597,403 1,005,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Jul 2004 0 0 610,389,610 940,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Oct 2004 0 0 568,181,818 875,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Jan 2005 0 0 525,974,026 810,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Apr 2005 0 0 487,012,987 750,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Jul 2005 0 0 451,298,701 695,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Oct 2005 0 0 415,584,416 640,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Jan 2006 0 0 366,883,117 565,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Apr 2006 0 0 321,428,571 495,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Jul 2006 0 0 282,467,532 435,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Oct 2006 0 0 240,259,740 370,000,000 38,961,039 60,000,000 57,142,857 88,000,000
-------------------------------------------------------------------------------------------------------------------------
Jan 2007 0 0 207,792,208 320,000,000 35,714,286 55,000,000 53,571,429 82,500,000
-------------------------------------------------------------------------------------------------------------------------
Apr 2007 0 0 178,571,429 275,000,000 33,116,883 51,000,000 48,701,299 75,000,000
-------------------------------------------------------------------------------------------------------------------------
Jul 2007 0 0 149,350,649 230,000,000 30,844,156 47,500,000 45,454,545 70,000,000
-------------------------------------------------------------------------------------------------------------------------
Oct 2007 0 0 123,376,623 190,000,000 27,597,403 42,500,000 42,207,792 65,000,000
-------------------------------------------------------------------------------------------------------------------------
Jan 2008 0 0 97,402,597 150,000,000 25,974,026 40,000,000 37,337,662 57,500,000
-------------------------------------------------------------------------------------------------------------------------
44
-----------------------------------------------------------------------------------------------------
PAYMENT DATE (POUND) TARGET (euro) (POUND) TARGET (EURO) (POUND) TARGET (EURO)
OCCURRING IN: BALANCE TARGET BALANCE TARGET BALANCE TARGET
FOR SERIES BALANCE FOR SERIES BALANCE FOR BALANCE
2 CLASS A FOR SERIES 2 CLASS B FOR SERIES SERIES 2 FOR SERIES
NOTES 2 CLASS A NOTES 2 CLASS B CLASS C 2 CLASS C
NOTES NOTES NOTES NOTES
-----------------------------------------------------------------------------------------------------
Jan 2003 700,636,943 1,100,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Apr 2003 700,636,943 1,100,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Jul 2003 700,636,943 1,100,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Oct 2003 691,082,803 1,085,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Jan 2004 656,050,955 1,030,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Apr 2004 614,649,682 965,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Jul 2004 573,248,408 900,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Oct 2004 531,847,134 835,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Jan 2005 493,630,573 775,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Apr 2005 458,598,726 720,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Jul 2005 423,566,879 665,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Oct 2005 388,535,032 610,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Jan 2006 343,949,045 540,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Apr 2006 302,547,771 475,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Jul 2006 261,146,497 410,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Oct 2006 226,114,650 355,000,000 26,114,650 41,000,000 33,757,962 53,000,000
-----------------------------------------------------------------------------------------------------
Jan 2007 194,267,516 305,000,000 23,885,350 37,500,000 31,210,191 49,000,000
-----------------------------------------------------------------------------------------------------
Apr 2007 168,789,809 265,000,000 22,292,994 35,000,000 28,662,420 45,000,000
-----------------------------------------------------------------------------------------------------
Jul 2007 140,127,389 220,000,000 20,700,637 32,500,000 27,070,064 42,500,000
-----------------------------------------------------------------------------------------------------
Oct 2007 114,649,682 180,000,000 18,949,045 29,750,000 25,477,707 40,000,000
-----------------------------------------------------------------------------------------------------
Jan 2008 92,356,688 145,000,000 17,197,452 27,000,000 22,292,994 35,000,000
-----------------------------------------------------------------------------------------------------
--------------------------------------------------------------
PAYMENT DATE (POUND) TARGET (POUND) TARGET (POUND) TARGET
OCCURRING IN: BALANCE FOR BALANCE FOR BALANCE FOR
SERIES 3 SERIES 3 SERIES 3
CLASS A CLASS B CLASS C
NOTES NOTES NOTES
--------------------------------------------------------------
Jan 2003 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Apr 2003 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Jul 2003 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Oct 2003 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Jan 2004 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Apr 2004 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Jul 2004 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Oct 2004 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Jan 2005 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Apr 2005 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Jul 2005 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Oct 2005 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Jan 2006 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Apr 2006 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Jul 2006 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Oct 2006 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Jan 2007 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Apr 2007 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Jul 2007 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Oct 2007 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
Jan 2008 665,000,000 25,000,000 33,000,000
--------------------------------------------------------------
45
PROVIDED THAT on the Payment Date immediately following the Step-up Date in
respect of the Current Issuer and on each Payment Date thereafter:
(1) the Target Balance for the Series 1 Class A Notes will be zero; and
(2) the Target Balances for each other Class of Current Issuer Notes will
be an amount equal to the greater of:
(a) zero, and
(b) the aggregate Principal Amount Outstanding on such Class of
Notes as at the immediately preceding Payment Date (after
taking into account principal payments on such Payment Date)
less an amount equal the product of:
(i) the product of (A) the sum of the Mortgages Trustee
Principal Receipts for each Distribution Date since
the immediately preceding Payment Date, and (B) the
Funding Share Percentage applicable as at the later
to occur of the immediately preceding Assignment Date
and the immediately preceding Distribution Date; and
(ii) the quotient of (A) the Outstanding Principal Balance
on such Current Issuer's Intercompany Loan as at the
immediately preceding Payment Date (after taking into
account principal payments on such Payment Date) less
the aggregate Outstanding Principal Balances of the
Special Repayment Notes of the Third Issuer divided
by (B) the aggregate Outstanding Principal Balance on
all Intercompany Loans as at the immediately
preceding Payment Date (after taking into account
principal payments on such Payment Date) less the
aggregate amount of all Special Repayment Notes; and
(iii) the quotient of (A) the aggregate Principal Amount
Outstanding on such Class of Notes as at the
immediately preceding Payment Date (after taking into
account principal payments on such Payment Date),
divided by (B) the aggregate Principal Amount
Outstanding on all Classes of Notes of the Current
Issuer (other than Series 3 Class D Notes) as at the
immediately preceding Payment Date (after taking into
account principal payments on such Payment Date).
In addition, notwithstanding the foregoing, following the occurrence of
a Trigger Event, the Target Balance for the Series 3 Class D Notes will
be zero.
To the extent not repaid earlier, the full Principal Amount Outstanding
on a class of Current Issuer Notes will become due and payable on the
legal final maturity date of that class of Notes.
46
SCHEDULE 5
CURRENT ISSUER CASH MANAGER REPRESENTATIONS AND WARRANTIES
The Current Issuer Cash Manager makes the following representations and
warranties to each of the Mortgages Trustee, Funding and the Note Trustee:
1. STATUS: It is a public limited company duly incorporated, validly
existing and registered under the laws of the jurisdiction in which it
is incorporated, capable of being sued in its own right and not subject
to any immunity from any proceedings, and it has the power to own its
property and assets and to carry on its business as it is being
conducted.
2. POWERS AND AUTHORITY: It has the power to enter into, perform and
deliver, and has taken all necessary corporate and other action to
authorise the execution, delivery and performance by it of each of the
Transaction Documents to which it is or will be a party, and each such
Transaction Document has been duly executed and delivered by it.
3. LEGAL VALIDITY: Each Transaction Document to which it is or will be a
party constitutes or when executed in accordance with its terms will
constitute, a legal, valid and binding obligation.
4. NON-CONFLICT: The execution by it of each of the Transaction Documents
to which it is a party and the exercise by it of its rights and the
performance of its obligations under such Transaction Documents will
not:
(a) conflict with any document which is binding upon it or any of
its assets;
(b) conflict with its constitutional documents; or
(c) conflict with any law, regulation or official or judicial
order of any government, governmental body or court, domestic
or foreign, having jurisdiction over it.
5. NO LITIGATION: It is not a party to any material litigation,
arbitration or administrative proceedings and, to its knowledge, no
material litigation, arbitration or administrative proceedings are
pending or threatened against it.
6. CONSENTS AND LICENSES: All governmental consents, licences and other
approvals and authorisations required in connection with the entry
into, performance, validity and enforceability of, and the transactions
contemplated by, the Transaction Documents have been obtained or
effected (as appropriate) and are in full force and effect.
7. SOLVENCY: No Insolvency Event has occurred in respect of the Current
Issuer Cash Manager, and the Current Issuer Cash Manager is not
insolvent.
8. FINANCIAL STATEMENTS: The most recent financial statements of the
Current Issuer Cash Manager:
47
(a) were prepared in accordance with accounting principles
generally accepted in England and Wales consistently applied;
(b) disclose all liabilities (contingent or otherwise) and all
unrealised and or anticipated losses of the Current Issuer
Cash Manager; and
(c) save as disclosed therein, give a true and fair view of the
financial condition and operations of the Current Issuer Cash
Manager during the relevant financial year.
9. NO ADVERSE CHANGE: Since the date as of which the most recent financial
statements of the Current Issuer Cash Manager were stated to be
prepared, there has been:
(a) no significant change in the financial position of the Current
Issuer Cash Manager; and
(b) no material adverse change in the financial position or
prospects of the Current Issuer Cash Manager.
10. RANKING OF CLAIMS
Under the laws of England and Wales in force as at the date of making
this representation, claims against the Current Issuer Cash Manager
under the Transaction Documents will rank at least pari passu with the
claims of all its other unsecured and unsubordinated creditors, save
those whose claims are preferred solely by any bankruptcy, liquidation
or other similar laws of general application.
11. INFORMATION IN PROSPECTUS AND OFFERING CIRCULAR:
All information in the Prospectus and the Offering Circular with regard
to the Current Issuer Cash Manager are true and accurate in all
material respects and not misleading in any material respect.
The Current Issuer Cash Manager has made all proper inquiries to ascertain and
to verify the foregoing.
48
EXECUTION PAGE
EXECUTED for and on behalf of )
NORTHERN ROCK PLC )
by: )
)
)
Name: )
Title:
EXECUTED for and on behalf of )
GRANITE MORTGAGES 02-2 PLC )
by: )
Name: XXXX XXXXX
Title: ALTERNATE DIRECTOR
EXECUTED for and on behalf of )
THE BANK OF NEW YORK )
by: )
Name: XXXX XXXXXXX
Title: ASSISTANT VICE PRESIDENT
49
