EXECUTION VERSION
DATED 27 JANUARY 2003
GRANITE FINANCE FUNDING LIMITED
as Funding
THE BANK OF NEW YORK
as Security Trustee
GRANITE MORTGAGES 03-1 PLC
as Current Issuer
NORTHERN ROCK PLC
as Current Issuer Start-up Loan Provider
- AND -
OTHERS
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ISSUER DEED OF ACCESSION
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SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
TELEPHONE ▇▇▇ ▇▇▇▇ ▇▇▇▇
FACSIMILE 020 7626 7937
REF: 30507-13/580056
CONTENTS
CLAUSE PAGE NO.
1. Interpretation....................................................... 3
2. Representations and Warranties....................................... 3
3. Accession............................................................ 4
4. Funding Security..................................................... 5
5. Title Guarantee...................................................... 6
6. Application.......................................................... 6
7. Scope of the Funding Deed of Charge.................................. 7
8. Notices and Acknowledgements......................................... 7
9. Amendment to the Funding Priority of Payments........................ 8
10. Amendment to Clause 6.2 of the Funding Deed of Charge................ 8
11. Notices and Demands.................................................. 8
12. Non Petition Covenant................................................ 9
13. Third Party Rights................................................... 9
14. Execution in Counterparts............................................ 9
15. Governing Law and Jurisdiction; Appropriate Forum.................... 10
SCHEDULE I UTILISATION OF ISSUER RESERVES................................. 15
APPENDIX 1 AMENDED AND RESTATED FUNDING PRIORITY OF PAYMENTS............... 16
APPENDIX 2 AMENDED AND RESTATED CLAUSE 6.2 OF THE FUNDING DEED OF CHARGE... 27
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THIS DEED OF ACCESSION is made on 27 January 2003
BETWEEN:
(1) GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
limited liability company incorporated under the laws of Jersey whose
London branch is at ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇;
(2) THE BANK OF NEW YORK, a New York banking corporation whose London branch
address is at One Canada Square, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, in its capacity as Security Trustee;
(3) THE BANK OF NEW YORK, a New York banking corporation whose London branch
address is at One Canada Square, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, (1) in its separate capacities as Note Trustee in respect of the
Previous Issuers and (2) in its capacity as note trustee under the
Current Issuer Trust Deed and the Current Issuer Deed of Charge (the
"CURRENT ISSUER NOTE TRUSTEE" which expression shall include such person
and all other persons for the time being acting as the note trustee or
note trustees pursuant to those deeds);
(4) GRANITE MORTGAGES 01-1 PLC (registered number 4129652), a public limited
company incorporated under the laws of England and Wales whose registered
office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
(5) GRANITE MORTGAGES 01-2 PLC (registered number 4270015), a public limited
company incorporated under the laws of England and Wales whose registered
office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
(6) GRANITE MORTGAGES 02-1 PLC (registered number 4340767), a public limited
company incorporated under the laws of England and Wales whose registered
office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
(7) GRANITE MORTGAGES 02-2 PLC (registered number 4482804), a public limited
company incorporated under the laws of England and Wales whose registered
office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
(8) GRANITE FINANCE TRUSTEES LIMITED (registered number 79309), a private
limited liability company incorporated under the laws of Jersey whose
registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Channel Islands in its capacity as Mortgages Trustee;
(9) NORTHERN ROCK PLC (registered number 03273685), a public limited company
incorporated under the laws of England and Wales whose registered office
is at ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ in its
capacity as Cash Manager;
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(10) LLOYDS TSB BANK PLC, acting through its office at City Office, ▇▇▇▇▇▇
Drive, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇, in its capacity as Account
Bank and acting through its office at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
in its capacity as Funding GIC Provider;
(11) MOURANT & CO. CAPITAL (SPV) LIMITED, a private limited company
incorporated under the laws of England and Wales whose registered office
is ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, in its capacity as
Corporate Services Provider;
(12) NORTHERN ROCK PLC (registered number 03273685), acting through its office
at Northern ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇, in its
capacity (1) as the Previous Start-up Loan Provider, and (2) as Current
Issuer Start-up Loan Provider;
(13) GRANITE MORTGAGES 03-1 PLC (registered number 4598035), a public limited
company incorporated under the laws of England and Wales whose registered
office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ as Current
Issuer.
NOW THIS DEED OF ACCESSION WITNESSES AS FOLLOWS
WHEREAS:
(A) Pursuant to the terms of the Current Issuer Intercompany Loan
Confirmation, the Current Issuer has agreed to make available to Funding
the Current Issuer Intercompany Loan.
(B) Pursuant to the terms of the Current Issuer Start-up Loan Agreement, the
Current Issuer Start-up Loan Provider has agreed to grant to Funding the
Current Issuer Start-up Loan.
(C) This Deed is supplemental to the Funding Deed of Charge, pursuant to
which Funding agreed to provide the Security Trustee with the benefit of
the security described in the Funding Deed of Charge to secure Funding's
obligations to the Funding Secured Creditors.
(D) The terms of the Funding Deed of Charge permit Funding to secure its
obligations to a New Funding Secured Creditor thereunder and (where such
New Funding Secured Creditor is a New Issuer) permit Funding to create
certain Security Interests in favour of the Security Trustee for the
benefit of such New Funding Secured Creditor.
(E) The Current Issuer Start-up Loan Provider and the Current Issuer, each of
whom is a New Funding Secured Creditor, have agreed to enter into this
Deed of Accession (this "DEED") to accede to the provisions of the
Funding Deed of Charge.
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(F) The Current Issuer Note Trustee has agreed to enter into this Deed to
accede to the provisions of the Funding Deed of Charge.
(G) The Funding Secured Creditors have agreed to enter into this Deed to,
among other things, acknowledge and agree to such accessions, permit any
consequential changes to the Funding Priority of Payments set out in PART
I, PART II and PART III of SCHEDULE 3 of the Funding Deed of Charge as
are required and any other amendment as may be required to give effect to
this Deed and to acknowledge the Security Interests created hereunder.
1. INTERPRETATION
The provisions of the Master Definitions Schedule as amended and restated
by (and appearing in Appendix 1 to) the Master Definitions Schedule
Fourth Amendment Deed made on 27 January 2003 between, among others, the
Seller, Funding and the Mortgages Trustee (as the same have been and may
be amended, varied or supplemented from time to time with the consent of
the parties hereto) are expressly and specifically incorporated into and
shall apply to this Agreement.
2. REPRESENTATIONS AND WARRANTIES
2.1 The Current Issuer hereby represents and warrants to the Security Trustee
and each of the Funding Secured Creditors in respect of itself that as of
the date of this Deed:
(a) pursuant to the terms of the Current Issuer Intercompany Loan
Agreement, Funding has agreed to pay to the Current Issuer fees,
interest and principal in accordance with the terms of the Current
Issuer Intercompany Loan Agreement; and
(b) the Current Issuer Intercompany Loan Agreement expressly provides
that all amounts due from Funding thereunder are to be secured by
or pursuant to the Funding Deed of Charge.
2.2 The Current Issuer Start-up Loan Provider hereby represents and warrants
to the Security Trustee and each of the Funding Secured Creditors in
respect of itself that as of the date of this Deed:
(a) Funding has agreed to pay interest and repay principal to the
Current Issuer Start-up Loan Provider in accordance with the terms
of the Current Issuer Start-up Loan Agreement; and
(b) the Current Issuer Start-up Loan Agreement expressly provides that
all amounts due from Funding thereunder are to be secured by or
pursuant to the Funding Deed of Charge.
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2.3 Funding hereby represents and warrants to the Security Trustee and each
of the Funding Secured Creditors that as at the date of this Deed, the
conditions to incurring further secured financial indebtedness set out in
Clause 2.2 (New Intercompany Loan Agreements) of the Intercompany Loan
Terms and Conditions are satisfied.
3. ACCESSION
3.1 In consideration of the Current Issuer New Funding Secured Creditors
being accepted as Funding Secured Creditors for the purposes of the
Funding Deed of Charge by the parties thereto as from the date of this
Deed, each of the Current Issuer New Funding Secured Creditors:
(a) confirms that as from the date of this Deed, it will become and
intends to be a party to the Funding Deed of Charge as a Funding
Secured Creditor;
(b) undertakes to comply with and be bound by all of the provisions of
the Master Definitions Schedule and the Current Issuer Master
Definitions Schedule (as the same may be amended, varied or
restated from time to time) and the Funding Deed of Charge in its
capacity as a Funding Secured Creditor, as if it had been an
original party thereto;
(c) undertakes to perform, comply with and be bound by all of the
provisions of the Funding Deed of Charge in its capacity as a
Funding Secured Creditor, as if it had been an original party
thereto including, without limitation, Clause 20.3 (Funding
Secured Creditors), Clause 8.3 (Funding Post-Enforcement Priority
of Payments), Clause 8.6 (Security Trustee Rights upon
Enforcement) and Clause 6 (Restrictions on Exercise of Certain
Rights); and
(d) agrees that the Security Trustee shall be the Security Trustee of
the Funding Deed of Charge for all Funding Secured Creditors upon
and subject to the terms set out in the Funding Deed of Charge.
3.2 The Current Issuer Note Trustee:
(a) confirms that as of the date of this Deed, it becomes and intends
to be party to the Funding Deed of Charge; and
(b) agrees to comply with and be bound by the provisions of the
Funding Deed of Charge relating to the Note Trustee and agrees
that all references to the Note Trustee in the Funding Deed of
Charge and this Deed shall be construed as including the note
trustee under the Current Issuer Deed of Charge and Current Issuer
Trust Deed.
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4. FUNDING SECURITY
4.1 Funding, by way of first fixed security for the payment or discharge of
that portion of the Funding Secured Obligations which represent the
obligations and liabilities of Funding to the Current Issuer under the
Current Issuer Intercompany Loan Agreement, subject to Clause 4
(Release of Funding Charged Property) of
the Funding Deed of Charge, hereby:
(a) assigns by way of first fixed security to the Security Trustee for
the benefit of the Current Issuer all of its right, title, benefit
and interest, present and future, in, to and under:
(i) the Funding (Current Issuer) Bank Account Agreement; and
(ii) the Funding (Current Issuer) Guaranteed Investment Contract,
including all rights to receive payment of any amounts which may
become payable to Funding thereunder and all payments received by
Funding thereunder including, without limitation, all rights to
serve notices and/or make demands thereunder and/or to take such
steps as are required to cause payments to become due and payable
thereunder and all rights of action in respect of any breach
thereof and all rights to receive damages or obtain relief in
respect thereof and the proceeds of any of the foregoing, TO HOLD
the same unto the Security Trustee absolutely;
(b) assigns by way of first fixed security in favour of the Security
Trustee for the benefit of the Current Issuer all of its rights,
title, benefit and interest, present and future, in and to all
monies now or at any time hereafter standing to the credit of the
Funding (Current Issuer) GIC Account and the debts represented by
them together with all rights and claims relating or attached
thereto including, without limitation, the right to interest and
the proceeds of any of the foregoing, TO HOLD the same unto the
Security Trustee absolutely; and
(c) charges by way of first fixed security to the Security Trustee for
the benefit of the Current Issuer all of its right, title, benefit
and interest, present and future in, to and under any Authorised
Investment purchased using monies standing to the credit of the
Funding (Current Issuer) GIC Account and all rights in respect of
or ancillary to such Authorised Investments, including the right
to income and the proceeds of any of the foregoing, TO HOLD the
same unto the Security Trustee absolutely.
4.2 (a) Funding, by way of first fixed security for the payment or
discharge of the Funding Secured Obligations, subject to Clause 4
(Release of Funding Charged Property) of the Funding Deed of
Charge, hereby assigns to the
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Security Trustee, save to the extent that the same may be situate
in Jersey at any relevant time, all of its right, title, benefit
and interest, present and future, in, to and under the Current
Issuer Start-up Loan Agreement, including, without limitation, all
rights to receive payment of any amounts which may become payable
to Funding thereunder and all payments received by Funding
thereunder, all rights to serve notices and/or make
demands thereunder and/or to take such steps as are required to
cause payments to become due and payable thereunder, all rights of
action in respect of any breach thereof and all rights to receive
damages or obtain relief in respect thereof and the proceeds of
any of the foregoing, TO HOLD the same unto the Security Trustee
absolutely.
(b) To the intent that the Security Trustee shall have a security
interest in accordance with the Jersey Security Law (and as
secured party for the purposes of such law) for the payment or
discharge of the Funding Secured Obligations, subject to Clause 4
(Release of Funding Charged Property) of the Funding Deed of
Charge, Funding (as debtor for the purposes of the Jersey Security
Law) hereby assigns, to the extent that the same may be situate in
Jersey at any relevant time to the Security Trustee all of its
right, title, benefit and interest, present and future, in, to and
under the Current Issuer Start-up Loan Agreement, including,
without limitation, all rights to receive payment of any amounts
which may become payable to Funding thereunder and all payments
received by Funding thereunder, all rights to serve notices and/or
make demands thereunder and/or to take such steps as are required
to cause payments to become due and payable thereunder, all rights
of action in respect of any breach thereof and all rights to
receive damages or obtain relief in respect thereof and the
proceeds of any of the foregoing, TO HOLD the same unto the
Security Trustee absolutely.
5. TITLE GUARANTEE
Each of the dispositions of, assignments of and charges over, property
effected in or pursuant to Clause 4 (Accounts for Issuers) is made with
full title guarantee.
6. APPLICATION
Prior to and following enforcement of the Funding Security all amounts at
any time held by Funding, the Cash Manager or the Security Trustee in
respect of the security created under this Deed shall be held and/or
applied by such person subject to and in accordance with the relevant
provisions of the Funding Deed of Charge.
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7. SCOPE OF THE FUNDING DEED OF CHARGE
Funding, the Current Issuer New Funding Secured Creditors and the Funding
Secured Creditors (including the Security Trustee) hereby agree that for
the relevant purposes under the Funding Deed of Charge and the Master
Definitions Schedule:
(a) the Current Issuer Intercompany Loan Agreement shall be treated as
a Funding Transaction Document;
(b) the Current Issuer Start-up Loan Agreement shall be treated as a
Funding Transaction Document;
(c) the Funding (Current Issuer) Bank Account Agreement shall be
treated as a Funding Transaction Document;
(d) the Funding (Current Issuer) Guaranteed Investment Contract shall
be treated as a Funding Transaction Document;
(e) the property and assets of Funding expressed to be assigned or
charged pursuant to this Deed shall constitute Funding Charged
Property; and
(f) each of the Current Issuer New Funding Secured Creditors shall be
treated as a Funding Secured Creditor.
8. NOTICES AND ACKNOWLEDGEMENTS
(a) The execution of this Deed by the Current Issuer New Funding
Secured Creditors shall constitute notice to such Current Issuer
New Funding Secured Creditors of the assignments made by Funding
pursuant to Clause 3 (Funding Security) of the Funding Deed of
Charge. The execution of this Deed by each other Funding Secured
Creditor shall constitute notice to such Funding Secured Creditor
of the assignments made by Funding pursuant to this Deed.
(b) By its execution of this Deed, each of the Current Issuer New
Funding Secured Creditors acknowledges that it has notice of and
consents to the assignments, charges and Security Interests
(including the Jersey Security Interests) made or granted by
Funding pursuant to Clause 3 (Funding Security) of the Funding
Deed of Charge and also acknowledges that as at the date hereof it
has not received from any other person any notice of any
assignment or charge of any of the property the subject of such
Security Interests. By its execution of this Deed, each other
Funding Secured Creditor acknowledges that it has notice of and
consents to the assignments, charges and Security Interests made
or granted by Funding pursuant to this Deed and also acknowledges
that as at the date hereof it has not received from any other
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person any notice of any assignment or charge of any of the
property the subject of such Security Interests.
(c) Notwithstanding the assignments and charges granted pursuant to
Clause 3 (Funding Security) of the Funding Deed of Charge or
pursuant to this Deed, the parties hereto acknowledge that,
subject as provided otherwise in the Funding Deed of Charge, each
Funding Secured Creditor and each other party to any Funding
Transaction Document may continue to make all payments becoming
due to Funding under any Funding Transaction Document in the
manner envisaged by such Funding Transaction Document until the
receipt of written notice from the Security Trustee or any
Receiver requiring payments to be made otherwise.
9. AMENDMENT TO THE FUNDING PRIORITY OF PAYMENTS
The Funding Secured Creditors agree to amend and restate the Funding
Priority of Payments set out in PART I and PART II of SCHEDULE 3 of the
Funding Deed of Charge in accordance with APPENDIX 1 hereto.
10. AMENDMENT TO CLAUSE 6.2 OF THE FUNDING DEED OF CHARGE
Amendment to Clause 6.2 of the Funding Deed of Charge. The Funding
Secured Creditors agree to amend Clause 6.2 (Permitted withdrawals from
Funding Bank Accounts; Authorised Investments) by the addition of a new
sub-clause (f) as set out in Appendix 2 hereto.
11. NOTICES AND DEMANDS
Any notice or communication under or in connection with this Deed shall
be given in the manner and at the times set out in Clause 24 (Notices) of
the Funding Deed of Charge. For the purposes of such Clause 24 (Notices),
as at the date of this Deed the relevant contact details for the Current
Issuer are:
Granite Mortgages 03-1 plc
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
For the attention of:The Company Secretary
Telephone: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
Facsimile: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
and for the Current Issuer Start-up Loan Provider are:
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Northern Rock PLC
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇
For the attention of:The Group Secretary
Facsimile: ▇▇▇ (▇)▇▇▇ ▇▇▇ ▇▇▇▇
and for the Current Issuer Note Trustee are:
The Bank of New York
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of:Corporate Trust (Global Structured Finance)
Facsimile: ▇▇▇ (▇▇▇) ▇▇▇▇ ▇▇▇▇.
12. NON PETITION COVENANT
Each of the parties hereto hereby agrees that it shall not institute
against Funding, the Mortgages Trustee or any Issuer any winding-up,
administration, insolvency or similar proceedings in any jurisdiction for
so long as any sum is outstanding under any Intercompany Loan Agreement
of any Issuer or for two years plus one day since the last day on which
any such sum was outstanding provided that the Security Trustee may prove
or lodge a claim in the event of a liquidation initiated by any other
person. The provisions of Clause 6 (Restrictions on Exercise of Certain
Rights) of the Funding Deed of Charge shall prevail in the event that and
to the extent that they conflict with the provisions of this Clause.
13. THIRD PARTY RIGHTS
A person who is not a party to this Deed may not enforce any of its terms
under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇, but this shall
not affect any right or remedy of a third party which exists or is
available apart from that Act.
14. EXECUTION IN COUNTERPARTS
This Deed may be executed in any number of counterparts (manually or by
facsimile) and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same instrument.
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15. GOVERNING LAW AND JURISDICTION; APPROPRIATE FORUM
15.1 This Deed is governed by and shall be construed in accordance with
English law save that those parts of this Deed concerned with the
creation, subsistence or enforcement of Jersey Security Interests shall
be governed by and in accordance with Jersey law.
15.2 Each of the parties hereto irrevocably agrees that the courts of England
shall have jurisdiction to hear and determine any suit, action or
proceeding, and to settle any disputes, which may arise out of or in
connection with this Deed and, for such purposes, irrevocably submits to
the jurisdiction of such courts.
15.3 Each of the parties hereto irrevocably waives any objection which it
might now or hereafter have to the courts of England being nominated as
the forum to hear and determine any Proceedings and to settle any
disputes, and agrees not to claim that any such court is not a convenient
or appropriate forum.
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DULY EXECUTED AND DELIVERED AS A DEED by each of the parties hereto or on its
behalf on the date appearing on page one.
FUNDING
EXECUTED BY By______________________________
GRANITE FINANCE FUNDING LIMITED Director
AS ITS DEED AS FOLLOWS:
Signed for and on its behalf by one of its directors Name____________________________
and by another of its directors/its secretary
By______________________________
Director/Secretary
Name____________________________
THE SECURITY TRUSTEE
EXECUTED BY
THE BANK OF NEW YORK
AS ITS DEED AS FOLLOWS: By______________________________
Signed for and on its behalf by one of its duly Authorised Signatory
authorised signatories
Name____________________________
THE NOTE TRUSTEE IN RESPECT OF THE PREVIOUS ISSUERS
AND THE CURRENT ISSUER NOTE TRUSTEE
EXECUTED BY
THE BANK OF NEW YORK
AS ITS DEED AS FOLLOWS:
Signed for and on its behalf by one of its duly By______________________________
authorised signatories Authorised Signatory
Name____________________________
GRANITE 01-1 PLC
EXECUTED BY
GRANITE MORTGAGES 01-1 PLC
AS ITS DEED AS FOLLOWS: By______________________________
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name____________________________
By______________________________
Director/Secretary
Name____________________________
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GRANITE 01-2 PLC
EXECUTED BY
GRANITE MORTGAGES 01-2 PLC
AS ITS DEED AS FOLLOWS: By______________________________
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name____________________________
By______________________________
Director/Secretary
Name____________________________
GRANITE 02-1 PLC
EXECUTED BY
GRANITE MORTGAGES 02-1 PLC
AS ITS DEED AS FOLLOWS: By______________________________
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name____________________________
By______________________________
Director/Secretary
Name____________________________
GRANITE 02-2 PLC
EXECUTED BY
GRANITE MORTGAGES 02-2 PLC
AS ITS DEED AS FOLLOWS:
Signed for and on its behalf by one of its directors
and by another of its directors/its secretary By______________________________
Director
Name____________________________
By______________________________
Director/Secretary
Name____________________________
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THE CURRENT ISSUER
EXECUTED BY
GRANITE MORTGAGES 03-1 PLC
AS ITS DEED AS FOLLOWS:
Signed for and on its behalf by one of its directors
and by another of its directors/its secretary
By______________________________
Director
Name____________________________
By______________________________
Director/Secretary
Name____________________________
THE CASH MANAGER, THE PREVIOUS START-UP LOAN PROVIDER AND
THE CURRENT ISSUER START-UP LOAN PROVIDER
EXECUTED BY
NORTHERN ROCK PLC By______________________________
AS ITS DEED AS FOLLOWS:
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Signature _______________________________ Name____________________________
Witness
Full name _______________________________
Occupation Solicitor
________________________________
Address c/o Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
________________________________
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
________________________________
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
________________________________
THE CORPORATE SERVICES PROVIDER
EXECUTED BY By______________________________
MOURANT & CO. CAPITAL (SPV) LIMITED Director
AS ITS DEED AS FOLLOWS: Name____________________________
Signed for and on its behalf by one of its directors and by another of its By______________________________
directors/its secretary Director/Secretary
Name____________________________
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THE ACCOUNT BANK AND THE FUNDING GIC PROVIDER
EXECUTED BY By______________________________
LLOYDS TSB BANK PLC Duly Authorised Attorney/Signatory
AS ITS DEED AS FOLLOWS:
Signed for and on its behalf by one of its duly Name____________________________
authorised attorneys/signatories
Signature ______________________________
Witness
Full name ______________________________
Occupation Solicitor
______________________________
Address c/o Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
______________________________
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
_______________________________
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
_______________________________
THE MORTGAGES TRUSTEE
EXECUTED BY
GRANITE FINANCE TRUSTEES LIMITED
AS ITS DEED AS FOLLOWS: By______________________________
Signed for and on its behalf by one of its directors and by another of its Director
directors/its secretary
Name____________________________
By______________________________
Director/Secretary
Name____________________________
14
SCHEDULE I
UTILISATION OF ISSUER RESERVES
RESERVES FOR CURRENT ISSUER
1. CURRENT ISSUER RESERVE FUND:
1.1 Prior to enforcement of the Current Issuer Security, the Current Issuer
Reserve Fund shall only be applied on any Payment Date to increase that
portion of Funding Available Revenue Receipts which are allocated to the
Current Issuer to make payments of interest and fees due under the
Current Issuer Intercompany Loan.
1.2 Following enforcement of the Current Issuer Security, to the extent not
applied on a Payment Date in accordance with 1.1 above, amounts standing
to the credit of the Current Issuer Reserve Fund Ledger shall only be
applied in making payments of principal due under the Current Issuer
Intercompany Loan (but not in respect of any other Intercompany Loan of
any other Issuer) .
2. CURRENT ISSUER LIQUIDITY RESERVE FUND:
2.1 Prior to enforcement of the Current Issuer Security, the Current Issuer
Liquidity Reserve Fund (if any is required to be established) shall only
be applied on any Payment Date to:
(a) increase that portion of Funding Available Revenue Receipts which
are allocated to the Current Issuer to pay amounts due under the
Current Issuer Intercompany Loan, but only to the extent necessary
to fund the payment by the Current Issuer of interest and fees due
on the relevant Payment Date in respect of the Class A Notes
and/or the Class B Notes and to credit the Class A Principal
Deficiency Sub Ledger; and
(b) (provided that there are no Class A Notes outstanding) increase
Funding Available Revenue Receipts which are allocated to the
Current Issuer to pay interest and fees due on the Current Issuer
Intercompany Loan.
2.2 Following enforcement of the Current Issuer Security, to the extent not
applied on a Payment Date in accordance with 2.1 above, amounts standing
to the credit of the Current Issuer Liquidity Reserve Ledger shall only
be applied in making payments of principal due under the Current Issuer
Intercompany Loan (but not in respect of any other Intercompany Loan of
any other Issuer).
15
APPENDIX 1
AMENDED AND RESTATED FUNDING PRIORITY OF PAYMENTS
PART I
FUNDING PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS
DISTRIBUTION OF FUNDING AVAILABLE REVENUE RECEIPTS PRIOR TO ENFORCEMENT OF THE
FUNDING SECURITY
On each Payment Date or, in respect of amounts due to third parties by Funding
under paragraph (B), when due, prior to enforcement of the Funding Security,
the Cash Manager will, subject to the rules for application of Funding
Available Revenue Receipts (set out below), apply Funding Available Revenue
Receipts in the following order of priority (the "FUNDING PRE-ENFORCEMENT
REVENUE PRIORITY OF PAYMENTS"):
(A) first, to pay amounts due to the Security Trustee (together with
interest and (to the extent not already inclusive) VAT on those
amounts) and to provide for any amounts due or to become due
during the following Interest Period to the Security Trustee,
under the Funding Deed of Charge or any other Transaction
Document;
(B) second, to pay amounts due to any third party creditors of Funding
(other than those referred to later in this order of priority of
payments or in the Funding Pre-enforcement Principal Priority of
Payments) of which the Cash Manager has notice prior to the
relevant Payment Date, which amounts have been incurred without
breach by Funding of the Transaction Documents to which it is a
party (and for which payment has not been provided for elsewhere)
and to provide for any such amounts expected to become due and
payable by Funding during the following Interest Period and to pay
or discharge any liability of Funding for corporation tax on any
chargeable income or gain of Funding;
(C) third, towards payment of amounts due to the Cash Manager under
the Cash Management Agreement (together with (to the extent not
already inclusive) VAT on those amounts);
(D) fourth, in no order of priority between them, but in proportion to
the respective amounts due, towards payment of amounts, if any,
due to the Account Bank under the terms of the Bank Account
Agreement and to the Corporate Services Provider under the
Corporate Services Agreement;
(E) fifth, to pay, in no order of priority between them, but in
proportion to the respective amounts due, to each Issuer an amount
up to its Issuer Allocable
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Revenue Receipts in respect of interest and fees due on that
Issuer's Intercompany Loan but not exceeding the aggregate amount
of, and to be applied in the amounts and priorities set forth in,
the Issuer Pre-Liquidity Payments for that Issuer.
(F) sixth, to pay, in no order of priority between them, but in
proportion to the respective amounts due, such amount for each
Issuer up to its Issuer Allocable Revenue Receipts as is necessary
to replenish the Issuer Liquidity Reserve Fund, if any,
established in respect of that Issuer up to the Issuer Liquidity
Reserve Required Amount (but only to the extent that monies have
been drawn from the relevant Issuer Liquidity Reserve Fund to pay
interest and fees due under the relevant Intercompany Loan and
only to replenish the Issuer Liquidity Reserve Fund of an Issuer
to the extent that there are Class A Notes issued by the such
Issuer outstanding on such Payment Date);
(G) seventh, to pay, in no order of priority between them, but in
proportion to the respective amounts due, to each Issuer an amount
up to its Issuer Allocable Revenue Receipts in respect of interest
and fees due on that Issuer's Intercompany Loan but not exceeding
the aggregate amount of, and to be applied in the amounts and
priorities set forth in, the Issuer Post-Liquidity Payments for
that Issuer;
(H) eighth, to pay, in no order of priority between them, but in
proportion to the respective amounts due, such amount for each
Issuer up to its Issuer Allocable Revenue Receipts as is necessary
to fund the Issuer Reserve Fund established in respect of that
Issuer up to the Issuer Reserve Required Amount or to replenish
such Issuer Reserve Fund up to the related Issuer Reserve Required
Amount (to the extent that monies have been drawn from such Issuer
Reserve Fund to pay interest and fees under the relevant
Intercompany Loan);
(I) ninth, to pay in no order of priority between them, but in
proportion to the respective amounts due, to each Issuer an amount
up to its Issuer Allocable Revenue Receipts in respect of
interest, principal (in the case of the Special Repayment Notes)
and fees due on that Issuer's Intercompany Loan but not exceeding
the aggregate amount of, and to be applied in the amounts and
priorities set forth in, the Issuer Pre-Reserve Payments for that
Issuer;
(J) tenth, in no order of priority between them, but in proportion to
the respective amounts due, from Issuer Allocable Revenue
Receipts, to credit the Funding Reserve Ledger in an amount up to
the Funding Reserve Required Amount;
(K) eleventh, to pay to each Issuer, in no order of priority between
them but in proportion to the respective amounts due, an amount up
to its Issuer Allocable
17
Revenue Receipts in respect of interest and fees due on that
Issuer's Intercompany Loan but not exceeding the aggregate amount
of, and to be applied in the amounts and priorities set forth in,
the Issuer Post-Reserve Payments for that Issuer;
(L) twelfth, in no order of priority between them, but in proportion
to the respective amounts due, from Issuer Allocable Revenue
Receipts, towards payment of interest and principal amounts due to
each Issuer Start-up Loan Provider under the relevant Issuer
Start-up Loan Agreement;
(M) thirteenth, in no order of priority between them, but in
proportion to the respective amounts due, to pay to each Issuer an
amount up to its Issuer Allocable Revenue Receipts in respect of
interest and fees and any other amount (if any) due on that
Issuer's Intercompany Loan but not exceeding the aggregate amount
of, and to be applied in the amounts and priorities set forth in,
the Issuer Post Start-up Payments for that Issuer;
(N) fourteenth, to the extent required, to apply all Shared Issuer
Revenue Receipts in the priorities set forth in items (E) through
(M) above;
(O) fifteenth, towards payment to Funding of an amount equal to 0.01%
per annum of the Funding Available Revenue Receipts, which amount
will be retained by Funding as profit less corporation tax in
respect of those profits provided for or paid at item (B) above;
(P) sixteenth, towards payment of any Deferred Contribution due to the
Mortgages Trustee pursuant to the terms of the Mortgages Trust
Deed; and
(Q) last, towards payment to the shareholders of Funding of any
dividend declared by Funding.
PROVIDED THAT no amount will be applied in replenishing any of the reserve
funds held by Funding in respect of an Issuer under paragraphs (F) and/or (H)
above following an enforcement of the Issuer Security relating to that Issuer.
RULES FOR APPLICATION OF FUNDING AVAILABLE REVENUE RECEIPTS
(1) Subject as provided in paragraphs (2) through (4) below, the
portion of Issuer Allocable Revenue Receipts, if any, not required to be
applied by an Issuer on a Payment Date to pay interest on the Notes or to
credit the related Issuer Principal Deficiency Ledger or to pay any other
costs and expenses due by that Issuer on that date pursuant to the
relevant Issuer Priority of Payments, together with the portion of Issuer
Allocable Revenue Receipts relating to all other Issuers not required to
be so applied by those other Issuers on that Payment Date (excluding any
Issuer Reserve
18
Fund or Issuer Liquidity Reserve Fund (if any) of any Issuer), shall
constitute "SHARED ISSUER REVENUE RECEIPTS". Shared Issuer Revenue
Receipts will be reallocated by the Cash Manager and distributed on such
Payment Date among the Issuers as payments of interest and fees under the
applicable Intercompany Loans to the extent required to make payments of
interest due on the Notes, to credit the related Issuer Principal
Deficiency Ledgers and to pay other costs, expenses and third party
amounts payable by the Issuers under the relevant Issuer Priority of
Payments (but excluding principal payable under any Intercompany Loan).
Such reallocation and distribution will continue to be made on such
Payment Date until there are no remaining amounts of Shared Issuer
Revenue Receipts to be reallocated and distributed on such Payment Date.
If there is more than one Issuer that is entitled to Shared Issuer
Revenue Receipts then each such Issuer will be reallocated a portion of
the Shared Issuer Revenue Receipts equal to:
Outstanding Principal Balance
Amount of Shared Issuer of the Intercompany Loan of the Issuer
Revenue Receipts X ---------------------------------------
Aggregate Outstanding Principal Balance
of the Intercompany Loans of all Issuers
(2) No Issuer shall be entitled to or shall receive any amount of
Issuer Allocable Revenue Receipts from Funding on a Payment Date on which
such Issuer is not required by that Issuer to make a payment on that date
in accordance with the relevant Issuer Pre-Enforcement Revenue Priority
of Payments or other relevant Issuer Priority of Payments which applies
to that Issuer on that date, and the Cash Manager will take account of
all of the funds which are or will become available to that Issuer on
that Payment Date and which constitute Issuer Available Revenue Receipts
(including any payments due under any Swap Agreement and any interest or
other income received or to be received) for that Issuer for the purpose
of making this determination.
(3) Unless and until the Intercompany Loan of any Issuer has been
repaid in full and Funding has no further liability under the relevant
Intercompany Loan Agreement, amounts standing to the credit of the Issuer
Reserve Ledger and the Issuer Liquidity Reserve Ledger, if any,
established by Funding for that Issuer may only be utilized by Funding in
making payments due under that Issuer's Intercompany Loan and may not be
used in or towards the payment of any other liability of Funding. On the
Payment Date following the repayment in full of the Intercompany Loan of
that Issuer and provided that Funding has no further liability in respect
of the relevant Intercompany Loan Agreement, any remaining amounts
standing to the credit of the Issuer Reserve Ledger and the Issuer
Liquidity Reserve Ledger, if any, of that Issuer will constitute Shared
Issuer Revenue Receipts for the purpose of paragraph (1) above
19
and may be utilized by Funding in paying any other liability of Funding
subject to and in accordance with the relevant Funding Priority of
Payments.
(4) If on any Payment Date any Issuer Allocable Revenue Receipts
and/or any Shared Issuer Revenue Receipts are paid to an Issuer and are
applied by that Issuer, in reducing any deficiency recorded on the Issuer
Principal Deficiency Ledger of that Issuer (but only to the extent that
any deficiency which has arisen as a result of (i) losses on the Mortgage
Loans allocated by Funding to the Issuer and/or (ii) the application of
Funding Available Principal Receipts to fund the Issuer Liquidity Reserve
Fund of the Issuer, but not as a result of any other principal deficiency
of the Issuer), then the Issuer Allocable Revenue Receipts and/or Shared
Issuer Revenue Receipts so applied shall constitute repayments of
principal under the relevant Intercompany Loan and shall reduce the
Outstanding Principal Balance of that Intercompany Loan accordingly.
20
PART II
FUNDING PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS
On each Payment Date prior to enforcement of the Funding Security, the Cash
Manager will, subject to the rules for application of Funding Available
Principal Receipts set forth below, apply Funding Available Principal Receipts
in the following order of priority (the "FUNDING PRE-ENFORCEMENT PRINCIPAL
PRIORITY OF PAYMENTS"):
(A) first, to fund or replenish, as the case may be, the Issuer
Liquidity Reserve Fund, if any, of each Issuer up to the Issuer
Liquidity Reserve Required Amount but only from and to the extent
of the Issuer Allocable Principal Receipts for that Issuer;
(B) second, to pay to (or, if required under that Issuer's
Intercompany Loan, set aside for) each Issuer an amount up to its
Issuer Allocable Principal Receipts in respect of principal due
(or, if required under that Issuer's Intercompany Loan, to become
due) on that Issuer's Intercompany Loan, which shall be an amount
up to the aggregate amount of, and shall be applied in the amounts
and priorities set forth in, the Issuer Principal Payments for
that Issuer;
(C) last, to pay to (or, if required under that Issuer's Intercompany
Loan, set aside for) each Issuer an amount up to its allocable
portion of Shared Issuer Principal Receipts in respect of
principal due (or, if required under that Issuer's Intercompany
Loan, to become due) on that Issuer's Intercompany Loan, which in
the case of the Issuer shall be an amount up to the aggregate
amount of, and shall be applied in the amounts and priorities set
forth in, the Issuer Principal Payments for that Issuer until
there are no remaining Funding Available Principal Receipts on
such Payment Date,
PROVIDED THAT no amount will be applied in replenishing the Issuer Liquidity
Reserve Fund held by Funding in respect of an Issuer under paragraph (A) above
following an enforcement of the Issuer Security relating to that Issuer.
RULES FOR APPLICATION OF FUNDING AVAILABLE PRINCIPAL RECEIPTS
(1) On the Distribution Date immediately preceding such Payment Date,
the Cash Manager will calculate the "ISSUER ALLOCABLE PRINCIPAL RECEIPTS"
for each Issuer in respect of the relevant Payment Date which, subject as
provided in paragraphs (2) through (7) below, is for any Issuer an amount
which is equal to the sum of:
(A) For any Issuer which has a Money Market Note still
outstanding up to the amount equal to the Controlled Amortization
Amount due on such Money Market Note, if any, on the Payment Date
immediately succeeding such Distribution Date; and
21
(B) For any Issuer, an amount equal to the lesser of:
(a) (only if relevant) the principal amount due on the
Intercompany Loan of such Issuer which is an amount equal to the
Controlled Amortisation Amount due, if any, on the Payment Date
immediately succeeding such Distribution Date (excluding any
amount calculated in accordance with paragraph 1(A)); and
(b) an amount equal to:
Funding Available Principal
Receipts minus the aggregate
of any Controlled Amortisation Outstanding Principal Balance
Amounts already allocated on such Issuer's Intercompany
to an Issuer under 1(A) Loan
above in relation to the Money X -------------------------------
Market Notes of such Aggregate Outstanding Principal
Issuer on such Payment Date Balance of the Intercompany's
Loans of all Issuers
PROVIDED THAT,
(a) subject as provided in paragraphs (2) through (7) below, for the
purpose only of determining the amount of Issuer Allocable Principal
Receipts which may be allocated and paid to that Issuer (but not to any
other Issuer) in accordance with this paragraph (1), following an
enforcement of the Issuer Security relating to that Issuer the amount so
determined may be increased to the extent of the aggregate of any amounts
standing to the credit of the Issuer Liquidity Reserve Ledger, if any,
and the Issuer Reserve Ledger of that Issuer remaining on that Payment
Date after the application of such reserve funds in accordance with the
Funding Pre-Enforcement Revenue Priority of Payments; and
(b) for the purposes only of determining the amount of Shared Issuer
Principal Receipts in accordance with paragraph (6) below, Issuer
Allocable Principal Receipts shall be an amount equal to the amount
calculated in accordance with paragraph 1(b) above only and paragraphs
1(A) and 1(B)(a) above shall not apply.
(2) If the Notes of any Issuer have become immediately due and payable
as a result of the service of a Note Enforcement Notice or if the
Intercompany Loan of any Issuer and the other Intercompany Loans of any
other Issuers have become immediately due and payable as a result of the
service of an Intercompany Loan Enforcement Notice or otherwise on any
Payment Date following the occurrence of any Trigger Event, principal
payments in respect of any Intercompany Loan may be made in excess of any
Controlled Amortisation Amount and paragraphs (1)(A) and 1(B)(a) above
shall no longer apply in relation to that Issuer and the amount of Issuer
Allocable Principal Receipts payable to that Issuer on the relevant
Payment Date may not exceed the amount determined under paragraph
(1)(B)(b) above (save that no deduction shall be made from Funding
Available Principal Receipts) but subject always to any increase in that
amount as a result of the utilisation of the Issuer
22
Reserve Fund and the Issuer Liquidity Reserve Fund (if any) following
enforcement of the Issuer Security relating to that Issuer as provided in
that paragraph.
(3) For the purpose of determining the amount of Issuer Allocable
Principal Receipts and/or any Shared Issuer Principal Receipts which may
be paid to any Issuer on a Payment Date pursuant to paragraph (1) above
or paragraph (6) below, the Outstanding Principal Balance of that
Intercompany Loan shall be deemed to be reduced by the amount of:
(a) any deficiency recorded on the Issuer Principal Deficiency
Ledger of that Issuer as at such Payment Date, but only to
the extent that such deficiency has arisen as a result of
(i) losses on the Mortgage Loans allocated by Funding to
that Issuer and/or (ii) the application of Funding Available
Principal Receipts to fund the Issuer Liquidity Reserve Fund
of that Issuer but not as a result of any other principal
deficiency of that Issuer; and
(b) the Outstanding Principal Balance as at such Payment Date of
any Special Repayment Notes issued by that Issuer.
(4) The amount of Funding Available Principal Receipts payable to each
Issuer on a Payment Date will be reduced by an amount equal to the
aggregate of the Issuer Available Revenue Receipts of that Issuer which
are to be applied on that Payment Date in reducing deficiencies recorded
on the Issuer Principal Deficiency Ledgers, but only to the extent that
the Issuer Available Revenue Receipts which are to be so applied on that
Payment Date would not otherwise be payable as principal on the relevant
Notes on such Payment Date.
(5) No Issuer shall be entitled to, or shall receive on a Payment
Date, any amount of Issuer Allocable Principal Receipts from Funding
which is not required by that Issuer to make a payment on that date in
accordance with the relevant Issuer Pre-Enforcement Principal Priority of
Payments or otherwise to make a payment of principal on the Notes.
(6) The portion of Issuer Allocable Principal Receipts (calculated in
accordance with paragraph 1(b) above), if any, not required to be applied
by the Issuer to pay principal on the Notes on a Payment Date together
with the portion of Issuer Allocable Principal Receipts relating to all
other Issuers not required to be so applied by such other Issuers (or
otherwise required to be set aside by Funding for any Issuer) on that
Payment Date (excluding the amount of any Issuer Reserve Fund or Issuer
Liquidity Reserve Fund (if any) of any Issuer), shall constitute "SHARED
ISSUER PRINCIPAL RECEIPTS". Shared Issuer Principal Receipts will be
reallocated by the Cash Manager and distributed on such Payment Date
among the Issuers as payments of
23
principal under the applicable Intercompany Loans to the extent required
to make payments of principal due on the relevant Notes. Such
reallocation and distribution will continue to be made on such Payment
Date until there are no remaining amounts of Shared Issuer Principal
Receipts to be reallocated and distributed on such Payment Date. Save as
provided in paragraph (2) above, if there is more than one Issuer that is
entitled to Shared Issuer Principal Receipts, then each such Issuer will
be reallocated a portion of the Shared Issuer Principal Receipts equal
to:
Outstanding Principal Balance
Shared Issuer of the Intercompany Loan of the Issuer
Principal Receipts X --------------------------------------
Aggregate Outstanding Principal Balance
of the Intercompany Loans of all Issuers
(7) The repayment of any Intercompany Loan prior to the occurrence of
a Trigger Event, enforcement of the Issuer Security by the Note Trustee
under the Issuer Deed of Charge or enforcement of the Funding Security by
the Security Trustee under the Funding Deed of Charge will be made in
accordance with the terms of the relevant Intercompany Loan Agreement.
24
PART III
FUNDING POST-ENFORCEMENT PRIORITY OF PAYMENTS
At any time after the security created under the Funding Deed of Charge has
become enforceable in accordance with Clause 7.2 (Enforceable) thereof and
provided that the Intercompany Loan Enforcement Notice has not been withdrawn,
all Funding Available Revenue Receipts, Funding Available Principal Receipts
and all other monies paid to or received or recovered by or on behalf of
Funding or the Security Trustee or any Receiver appointed on its behalf,
including all proceeds following any sale, realisation or enforcement of the
security created under the Funding Deed of Charge and all amounts not
previously distributed and/or standing to the credit of any Funding Bank
Account and all monies standing to the credit of the Funding Reserve Ledger (if
any) shall (if not already received by the Security Trustee) be paid to and
held by the Security Trustee on trust to apply the same (save to the extent
required otherwise by applicable law) in accordance with the rules and the
order of priority of the Funding Post-Enforcement Priority of Payments.
The Security Trustee (or the Cash Manager on its behalf) will, subject to the
rules for application of Funding Available Principal Receipts and Funding
Available Revenue Receipts set out in Part I and Part II of this Schedule,
apply all such amounts received or recovered following enforcement of the
Funding Security on each Payment Date in accordance with the following order of
priority (the "FUNDING POST-ENFORCEMENT PRIORITY OF PAYMENTS"):
(A) first, to pay amounts due to the Security Trustee and any Receiver
appointed by the Security Trustee, together with interest and (to
the extent not already inclusive) VAT on those amounts, and to
provide for any amounts due or to become due to the Security
Trustee and the Receiver in the following Interest Period under
the Funding Deed of Charge or any other Transaction Document;
(B) second, towards payment of amounts due and payable to the Cash
Manager and any costs, charges, liabilities and expenses then due
or to become due and payable to the Cash Manager under the Cash
Management Agreement, together with (to the extent not already
inclusive) VAT on those amounts;
(C) third, (in no order of priority between them but in proportion to
the respective amounts due) towards payment of amounts (if any)
due to the Account Bank under the terms of the Bank Account
Agreement and to the Corporate Services Provider under the
Corporate Services Agreement;
(D) fourth, (in no order of priority between them but in proportion to
the respective amounts due) to each Issuer its share of Issuer
Allocable Revenue Receipts and Issuer Allocable Principal Receipts
towards payment of amounts of interest, principal and fees due to
such Issuer under such Issuer's
25
Intercompany Loan Agreement, which in the case of that Issuer
shall be up to the aggregate amount of the amounts, and shall be
applied in the amounts and priorities, as set forth in the Issuer
Post-Enforcement Priority of Payments for that Issuer;
(E) fifth, towards payment of amounts due to each Issuer Start-up Loan
Provider under the relevant Issuer Start-up Loan Agreement;
(F) sixth, towards payment of any Deferred Contribution due to the
Mortgages Trustee under the Mortgages Trust Deed; and
(G) last, to pay any amount remaining following the application of
principal and revenue set forth in paragraphs (A) through (F)
above, to Funding,
Provided that for the avoidance of doubt, subject to and in accordance with the
Funding Priority of Payments, funds standing to the credit of any Issuer
Reserve Fund or Issuer Liquidity Reserve Fund of an Issuer shall only be
applied in reduction of the liabilities owing under the Intercompany Loan of
such Issuer.
26
APPENDIX 2
AMENDED AND RESTATED CLAUSE 6.2 OF THE FUNDING DEED OF CHARGE
(f) The Security Trustee hereby authorises the Cash Manager, prior to the
Funding Security becoming enforceable pursuant to Clause 7.2
(Enforceable), to utilise the Funding Reserve Fund, for the purposes of
funding initial reserves and other expenses in connection with the
issuance of any New Notes by any New Issuer in accordance with the terms
of the Cash Management Agreement.
27