Fourth Amended Issuer Master Definitions Schedule by Granite Master Issuer PLC
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This document, dated January 19, 2005 and amended several times thereafter, is the Fourth Amended Issuer Master Definitions Schedule for Granite Master Issuer PLC. It sets out standardized definitions and terms used across related financial and legal documents for the issuer and its transactions. The schedule is intended to ensure consistency in interpretation and application of terms in agreements involving the issuer, its agents, and related parties. The document is governed by English law and is signed by representatives of Sidley Austin LLP and Allen & Overy LLP.
EX-10.5.2 23 efc7-1485_exh1052.txt Exhibit 10.5.2 EXECUTION VERSION Dated 19 January, 2005 GRANITE MASTER ISSUER PLC - ---------------------------------------------------------------------------- FOURTH AMENDED ISSUER MASTER DEFINITIONS SCHEDULE - ---------------------------------------------------------------------------- SIDLEY AUSTIN LLP -----------------| SIDLEY | CONTENTS 1. Definitions..........................................................1 2. Interpretation and Construction.....................................23 3. Governing Law.......................................................25 i THIS ISSUER MASTER DEFINITIONS SCHEDULE WAS SIGNED FOR THE PURPOSES OF IDENTIFICATION ON 19 JANUARY 2005 AND AMENDED AND RESTATED PURSUANT TO THE DEED OF AMENDMENT AND RESTATEMENT DATED 26 AUGUST, 2005, 25 JANUARY, 2006, 19 JANUARY, 2007 AND 17 MAY, 2007 BY: (1) Sidley Austin Brown & Wood of Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA; and (2) Allen & Overy LLP of One New Change, London EC4M 9QQ. 1. Definitions Words and expressions used in any document which incorporates this clause or to which this clause applies shall, have the same meanings as are set out in this Issuer Master Definitions Schedule except so far as the context requires otherwise. "AAA Loan Tranches" means the Loan Tranches made by the Master Issuer to Funding 2 under the Global Intercompany Loan Agreement from the proceeds of issue of any Series of Class A Notes; "AA Loan Tranches" means the Loan Tranches made by the Master Issuer to Funding 2 under the Global Intercompany Loan Agreement from the proceeds of issue of any Series of Class B Notes; "A Loan Tranches" means the Loan Tranches made by the Master Issuer to Funding 2 under the Global Intercompany Loan Agreement from the proceeds of issue of any Series of Class M Notes; "Account Bank" means, in relation to the Master Issuer, the Issuer Account Banks and for any other Issuer, the Account Bank for such Issuer appointed from time to time in accordance with the relevant Issuer Transaction Documents; "Agent Bank" means, in relation to the Master Issuer, Citibank, N.A., Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB initially appointed pursuant to the Issuer Paying Agent and Agent Bank Agreement or, if applicable, any successor Agent Bank at its Specified Office; "Agents" means, in relation to the Master Issuer, the Principal Paying Agent, the US Paying Agent, the Registrar and the Transfer Agent, initially appointed pursuant to the Issuer Paying Agent and Agent Bank Agreement, or, if applicable, any successor agents; "Alternative Clearing System" means any clearing system other than DTC, Euroclear and Clearstream, Luxembourg approved in writing by the Note Trustee; "Appointee" has the meaning specified in the Issuer Trust Deed; "Auditors" or "auditors" means PricewaterhouseCoopers of 89 Sandyford Road, Newcastle upon Tyne NE99 1PL or such other internationally recognised independent firm of auditors selected from time to time by (in the case of the Mortgages Trustee) the Mortgages Trustee or (in the case of Funding 2) Funding 2 or (in the case of the Master Issuer) the Master Issuer and appointed by the Mortgages Trustee, Funding 2 or the Master Issuer as the case may be; "Authorised Denominations" has the same meaning as "Authorised Holdings"; "Authorised Holdings" means in respect of the US Notes, $100,000 and integral multiples of $1,000 in excess thereof, or in relation to a Series and Class of Issuer Notes, as otherwise specified in the applicable Note Supplement; "Authorised Signatory" means in relation to: (a) the Master Issuer, any authorised signatory referred to in the Mandates relating to the Master Issuer; (b) the Mortgages Trustee, any authorised signatory referred to in the Mortgages Trustee Account Mandates; and (c) Funding 2, any authorised signatory referred to in the Funding 2 Account Mandates; "Basic Terms Modification" in relation to the Issuer Notes has the meaning set out in Schedule 4 to the Issuer Trust Deed; "BBB Loan Tranches" means the Loan Tranches made by the Master Issuer to Funding 2 under the Global Intercompany Loan Agreement from the proceeds of issue of any Series of Class C Notes; "BB Loan Tranches" means the Loan Tranches made by the Master Issuer to Funding 2 under the Global Intercompany Loan Agreement from the proceeds of issue of any Series of Class D Notes; "Block Voting Instruction" has the meaning set out in Schedule 4 to the Issuer Trust Deed; "Blocked Note" has the meaning specified in Schedule 4 to the Issuer Trust Deed; "Bullet Loan Tranche" means any Loan Tranche which is scheduled to be repaid in full on one Loan Payment Date. Bullet Loan Tranches will be deemed to be Pass-Through Loan Tranches if: (a) a date specified in relation to the same in the applicable Loan Tranche Supplement occurs; (b) a Pass-Through Trigger Event occurs; or (c) the Step-Up Date (if any) in relation to such Loan Tranche occurs. "Bullet Repayment Date" means for any Bullet Loan Tranche the Monthly Payment Date specified as such for such Loan Tranche in the applicable Loan Tranche Supplement; "Business Day" means, in relation to the Issuer Notes, a day that is a London Business Day, a New York Business Day and a TARGET Business Day; "Calculation Agent" in relation to any Issuer Swap Agreement has the meaning given to it under such Issuer Swap Agreement; "certification date" has the meaning specified in the Issuer Trust Deed; "Chairman" has the meaning set out in Schedule 4 to the Issuer Trust Deed; "Class" means any of the Class A Notes, the Class B Notes, the Class M Notes, the Class C Notes and the Class D Notes; 2 "Class A Noteholders" means the holders of the Class A Notes; "Class A Notes" means, in relation to the Master Issuer, the Issuer Notes of any Series designated as such in the applicable Final Terms and, in relation to any other Issuer, the Notes issued by such Issuer which are defined as such under the relevant Issuer Master Definitions Schedule; "Class B Noteholders" means the holders of the Class B Notes; "Class B Notes" means, in relation to the Master Issuer, the Issuer Notes of any Series designated as such in the applicable Final Terms and, in relation to any other Issuer, the Notes issued by such Issuer which are defined as such under the relevant Issuer Master Definitions Schedule; "Class C Noteholders" means the holders of the Class C Notes; "Class C Notes" means, in relation to the Master Issuer, the Issuer Notes of any Series designated as such in the applicable Final Terms; and, in relation to any other Issuer, the Notes issued by such Issuer which are defined as such under the relevant Issuer Master Definitions Schedule; "Class D Noteholders" means the holders of the Class D Notes; "Class D Notes" means, in relation to the Master Issuer, the Issuer Notes of any Series designated as such in the applicable Final Terms; and, in relation to any other Issuer, the Notes issued by such Issuer which are defined as such under the relevant Issuer Master Definitions Schedule; "Class M Noteholders" means the holders of the Class M Notes; "Class M Notes" means, in relation to the Master Issuer, the Issuer Notes of any Series designated as such in the applicable Final Terms; and, in relation to any other Issuer, the Notes issued by such Issuer which are defined as such under the relevant Issuer Master Definitions Schedule; "Clearing System" means any of DTC (with respect to the US Notes) and Euroclear and Clearstream, Luxembourg (with respect to the Reg S Notes), and any Alternative Clearing System; "Clearstream, Luxembourg" means Clearstream Banking, societe anonyme; "Closing Date" means the closing date for the issuance of any Series and Class of Issuer Notes as specified in the Final Terms for such Issuer Notes; "Common Depositary" means Citibank, N.A. in its capacity as common depositary for Euroclear or Clearstream, Luxembourg in respect of the Sterling Global Note Certificates and the Euro Global Note Certificates; "Conditions" or "Terms and Conditions" means, in relation to any Issuer Notes, the terms and conditions to be endorsed on such Issuer Notes in the form or substantially in the form scheduled to the Issuer Trust Deed, as any of the same may from time to time be amended, varied or restated in accordance with the provisions of the Issuer Trust Deed, and any reference to a numbered Condition shall be construed accordingly; "Contractual Currency" has the meaning specified in Clause 13 of the Issuer Trust Deed; 3 "Cut-Off Date" means the cut-off date in relation to the issuance of any Series of Issuer Notes, which will be specified in the Final Terms for such Issuer Notes; "Dealers" means Barclays Bank PLC, Citigroup Global Markets Limited and Merrill Lynch International and any other dealers appointed from time to time in accordance with the Programme Agreement; "Deferred Interest" in relation to the Issuer Notes has the meaning given to it under Condition 4 of the Issuer Notes; "Designated Subsidiary" means (a) in respect of the Issuer Post-Enforcement Call Option Agreement, a designated subsidiary of the Issuer Post-Enforcement Call Option Holder, to be designated by notice from the Issuer Post-Enforcement Call Option Holder to the Note Trustee, at the discretion of the Issuer Post-Enforcement Call Option Holder; and (b) in respect of the Issuer Post-Enforcement Start-Up Loan Option Agreement, a designated subsidiary of the Issuer Post-Enforcement Call Option Holder, to be designated by notice from the Issuer Post-Enforcement Call Option Holder to the Issuer Start-Up Loan Provider, at the discretion of the Issuer Post-Enforcement Call Option Holder; "Determination Date" means, in respect of a Series and Class of Issuer Notes, the date(s) specified as such in the applicable Final Terms; "Determination Period" means, in respect of any Series and Class of Issuer Notes, each period from (and including) a Determination Date for such Issuer Notes to (but excluding) the next Determination Date for such Issuer Notes (including, where either the Interest Commencement Date for such Issuer Notes or the final Note Payment Date for such Issuer Notes is not a Determination Date, the period commencing on the first Determination Date for such Issuer Notes prior to, and ending on the first Determination Date for such Issuer Notes falling after, such date); "DTC" means the Depository Trust Company; "DTC Custodian" means Citibank, N.A. in its capacity as custodian for DTC in respect of the US Global Note Certificates; "Dual Currency Interest Notes" means an Issuer Note, the interest basis of which is specified in the applicable Final Terms as being dual currency interest; "EONIA Rate" means the Euro OverNight Index Average which is the effective overnight reference rate for the Euro computed as a weighted average of all overnight unsecured lending transactions undertaken in the interbank market, initiated within the Euro area by the contributing banks; "EU Regulation" means the Council Regulation (EC) No. 1346/2000 of 29 May 2000 on Insolvency Proceedings; "EURIBOR" means the Euro-some inter-bank offered rate, as determined by the Agent Bank in accordance with the Issuer Paying Agent and Agent Bank Agreement; "Euroclear" means the Euroclear system; "Event of Default" means, as the context requires, either of the following: (a) for any Issuer Notes, an event of default under the Terms and Conditions of those Issuer Notes; or 4 (b) for the Global Intercompany Loan, or any other Funding 2 Intercompany Loan, the occurrence of an event of default under the terms and conditions of the Global Intercompany Loan Agreement or the applicable Funding 2 Intercompany Loan Agreement. "Extraordinary Resolution" in relation to the Issuer Notes has the meaning set out in Schedule 4 to the Issuer Trust Deed; "Final Maturity Date" means, in respect of any Series and Class of Issuer Notes, the date specified as such for such Series and Class of Issuer Notes in the related Final Terms; "Final Repayment Date" means, in relation to any Loan Tranche, the date specified as such for such Loan Tranche in the related Loan Tranche Supplement; "Financial Year" means, in relation to the Master Issuer, Holdings, the Mortgages Trustee, Funding 2 and the Issuer Post Enforcement Call Option Holder, each twelve month period ending on the last day of the calendar year; "Floating Rate Note" means an Issuer Note, the interest basis of which is specified in the applicable Final Terms as being floating rate; "Form of Proxy" has the meaning specified in Schedule 4 to the Issuer Trust Deed; "Funding 2 Programme Date" means 19 January, 2005; "Funding (Issuer) Reserve Fund" means a reserve fund established in the name of Funding for the benefit of a Funding Issuer; "Global Intercompany Loan" means at any time, the aggregate of all Loan Tranches advanced under the Global Intercompany Loan Agreement; "Global Intercompany Loan Agreement" means the global intercompany loan agreement dated on or about the Funding 2 Programme Date between the Master Issuer, Funding 2, the Funding 2 Security Trustee and the Agent Bank; "Global Intercompany Loan Event of Default" has the meaning set out in the Global Intercompany Loan Agreement; "Global Note Certificates" means the note certificates representing the Issuer Notes in global form and "Global Note Certificate" means any one of them; "GPCH" means GPCH Limited, a company incorporated with Limited Liability under the laws of England and Wales with registered number ###-###-####; "Holder" or "holder" means, in relation to the Issuer Notes, the person in whose name an Issuer Note is for the time being registered in the Register (or in the case of joint holders, the first named thereof); "Index Linked Interest Note" means an Issuer Note, the interest basis of which is specified in the applicable Final Terms as being index linked interest; "Individual Note Certificates" means the note certificates representing the Issuer Notes in definitive form; "Interest Amounts" has the meaning given to it under Condition 4(B) of the Issuer Notes; 5 "Interest Determination Date" means in respect of any Series and Class of Issuer Notes, the Closing Date of such Issuer Notes or such other date as may be specified as such in the applicable Final Terms; "Interest Period" means: (a) in relation to any Series and Class of Issuer Notes, (i) with respect to the first Payment Date, the period from (and including) the Interest Commencement Date for such Issuer Notes to (but excluding) such first Payment Date, and (ii) thereafter, with respect to each Note Payment Date for such Issuer Notes, the period from (and including) the preceding Note Payment Date to (but excluding) such current Note Payment Date for such Issuer Notes; and (b) in respect of any Loan Tranche, (i) with respect to the first Loan Payment Date for such Loan Tranche, the period from (and including) the applicable Interest Commencement Date to (but excluding) such first Loan Payment Date, and (ii) thereafter, with respect to each Loan Payment Date for such Loan Tranche, the period from (and including) the preceding Loan Payment Date to (but excluding) such current Loan Payment Date; "Issuer Account Bank" means any of the banks at which the Issuer Bank Accounts are maintained from time to time, being (i) in respect of the Issuer Transaction Accounts, the Issuer Transaction Account Banks; and (ii) in respect of the Issuer GIC Account, the Issuer GIC Account Bank, and/or any other Authorised Entity appointed by the Master Issuer (with the prior written approval of the Issuer Security Trustee) in accordance with the Issuer Transaction Documents; "Issuer Available Principal Receipts" means: (1) prior to enforcement of the Issuer Security, in respect of any Monthly Payment Period, the sum calculated by the Issuer Cash Manager on the Distribution Date immediately preceding such Monthly Payment Period equal to: (a) all principal amounts repaid by Funding 2 to the Master Issuer under the Global Intercompany Loan Agreement on any Monthly Payment Date falling in the relevant Monthly Payment Period; and (b) in so far as needed to make and Issuer Reserve Principal Payment, any amount available to be drawn under the Issuer Reserve Fund, less the aggregate of the amounts to be applied on all Monthly Payment Dates falling in the relevant Monthly Payment Period in payment of interest or expenses under the Issuer Pre-Enforcement Revenue Priority of Payments, plus any amounts to be credited to the Issuer Reserve Ledger under the Issuer Pre-Enforcement Principal Priority of Payments on any Monthly Payment Date falling in the relevant Monthly Payment Period. (2) following enforcement of the Issuer Security, for the Master Issuer in respect of any Monthly Payment Period the sum calculated by or on behalf of the Issuer Security Trustee on the Distribution Date immediately preceding such Monthly Payment Period as the amount to be repaid by Funding 2 to the Master Issuer under the Global Intercompany Loan Agreement during the relevant Interest Periods and/or the sum otherwise recovered by the Issuer Security Trustee (or the receiver appointed on its behalf) representing the Principal Amount Outstanding of the Issuer Notes. 6 "Issuer Available Revenue Receipts" means, in respect of any Monthly Payment Period, the sum calculated by the Issuer Cash Manager on the Distribution Date immediately preceding such Monthly Payment Period equal to the sum of: (1) interest, fees and any other amount (including the amounts standing to the credit of the Issuer Expense Sub-Ledger but excluding principal) paid or allocated to be paid by Funding 2 on or prior to any Monthly Payment Date falling in the relevant Monthly Payment Period in respect of the Global Intercompany Loan; (2) other net income of the Master Issuer including all amounts of interest received on the Issuer GIC Account and the Issuer Transaction Accounts and/or any income from Authorised Investments (but excluding Swap Collateral (if any) standing to the credit of the Issuer Swap Collateral Account), in each case to be received on or prior to the first day of the relevant Monthly Payment Period; and (3) the amounts available to be drawn under the Issuer Reserve Fund, subject to any limits or conditions on the purposes for which the Issuer Reserve Fund may be utilised; For the avoidance of doubt, the Issuer Available Revenue Receipts shall not include any Swap Collateral standing to the credit of the Issuer Swap Collateral Accounts. "Issuer Bank Accounts" means the Issuer Transaction Accounts and the Issuer GIC Account and also includes any additional or replacement bank account opened in the name of the Master Issuer from time to time with the prior written consent of the Issuer Security Trustee and the Rating Agencies and "Issuer Bank Account" means any of them; "Issuer Bank Account Agreement" means the bank account agreement dated on or about the Funding 2 Programme Date between the Master Issuer, the Issuer Cash Manager, the Issuer Account Banks and the Issuer Security Trustee as may be amended, restated, varied or supplemented from time to time and shall include any additional and/or replacement cash management agreement entered into by the Master Issuer from time to time in connection with the Issuer Notes; "Issuer Canadian Dollar Account" means the account of the Master Issuer (account number 11652311) held with Citibank, N.A., denominated in Canadian Dollars and maintained subject to the terms of the Issuer Bank Account Agreement and the Issuer Deed of Charge, or any additional or replacement account denominated in Canadian Dollars as may for the time being be in place with the prior consent of the Note Trustee; "Issuer Canadian Dollar Account Mandate" means the account mandate of the Master Issuer for the Issuer Canadian Dollar Account; "Issuer Cash Management Agreement" means the cash management agreement entered into on or about the Funding 2 Programme Date between the Issuer Cash Manager, the Master Issuer and the Issuer Security Trustee, as may be amended, restated, varied or supplemented from time to time and shall include any additional and/or replacement cash management agreement entered into by the Master Issuer from time to time in connection with the Issuer Notes; "Issuer Cash Management Services" means the services to be provided to the Master Issuer and the Issuer Security Trustee by the Issuer Cash Manager pursuant to the Issuer Cash Management Agreement; 7 "Issuer Cash Manager" means Northern Rock acting pursuant to the Issuer Cash Management Agreement as agent for the Master Issuer and the Issuer Security Trustee in managing all cash transactions and maintaining certain ledgers on behalf of the Master Issuer; "Issuer Cash Manager Termination Event" means any of the events specified in paragraphs (a) through (c) of Clause 11.1 of the Issuer Cash Management Agreement; "Issuer Charged Property" means the property, assets and undertakings of the Master Issuer which from time to time are or are expressed to be mortgaged, charged, assigned, pledged or otherwise encumbered to, or in favour of, the Issuer Security Trustee for itself and for the other Issuer Secured Creditors under the Issuer Deed of Charge or any other Issuer Transaction Document; "Issuer Conditions" or "Issuer Terms and Conditions" means the terms and conditions to be endorsed on the Issuer Notes, substantially in the form set out in Schedule 3 to the Issuer Trust Deed, as any of the same may be amended, varied or restated in accordance with the provisions of the Issuer Trust Deed, and any reference to a numbered Condition shall be construed accordingly; "Issuer Corporate Services Agreement" or "Corporate Services Agreement" means the corporate services agreement entered into on or about the Funding 2 Programme Date between, inter alia, the Issuer Corporate Services Provider, Holdings, the Issuer Post Enforcement Call Option Holder, the Master Issuer, Funding 2 and Northern Rock for the provision by the Issuer Corporate Services Provider of certain corporate services with respect to Holdings, the Issuer Post Enforcement Call Option Holder, Funding 2 and the Master Issuer as may be amended, restated, varied or supplemented from time to time and shall include any additional and/or replacement corporate services agreement entered into by such parties from time to time in accordance with the Issuer Transaction Documents; "Issuer Corporate Services Provider" or "Corporate Services Provider" means in relation to any of the Master Issuer, Funding 2, Holdings or the Issuer Post Enforcement Call Option Holder, Law Debenture Corporate Services Limited or such other person or persons for the time being acting as corporate services provider under the Issuer Corporate Services Agreement; "Issuer Deed of Charge" means the deed of charge entered into on or about the Funding 2 Programme Date between, inter alios, the Master Issuer, the Note Trustee, the Issuer Security Trustee, the Issuer Corporate Services Provider, the Issuer Account Banks, the Issuer Cash Manager, the Principal Paying Agent and the other Agents appointed pursuant to the Issuer Paying Agent and Agent Bank Agreement; "Issuer Dollar Account" means the account of the Master Issuer (account number 10860263) held with Citibank, N.A., denominated in U.S. Dollars and maintained subject to the terms of the Issuer Bank Account Agreement and the Issuer Deed of Charge, or any additional or replacement account denominated in U.S. Dollars as may for the time being be in place with the prior consent of the Note Trustee; "Issuer Dollar Account Mandate" means the account mandate of the Master Issuer for the Issuer Dollar Account; "Issuer Enforcement Notice" means a notice served by the Note Trustee for the acceleration of the amounts outstanding in respect of the Issuer Notes and the enforcement of the Issuer Security following a Note Event of Default; 8 "Issuer Euro Account" means the account of the Master Issuer (account number 10861537) held with Citibank, N.A., denominated in Euro and maintained subject to the terms of the Issuer Bank Account Agreement and the Issuer Deed of Charge, or any additional or replacement account denominated in Euro as may for the time being be in place with the prior consent of the Note Trustee; "Issuer Euro Account Mandate" means the account mandate of the Master Issuer for the Issuer Euro Account; "Issuer Event of Default" means a Note Event of Default; "Issuer Expense Sub-Ledger" means the sub-ledger of the Issuer Revenue Ledger relating to certain expenses of the Master Issuer; "Issuer GIC Account" means the account in the name of the Master Issuer held at Northern Rock and maintained subject to the terms of the Issuer Bank Account Agreement, the Issuer Deed of Charge, or any additional or replacement account as may for the time being be in place with the prior consent of the Issuer Security Trustee; "Issuer GIC Account Bank" means the Issuer GIC Provider or any other Authorised Entity appointed by the Master Issuer in accordance with the Issuer Transaction Documents; "Issuer GIC Account Mandate" means the account mandate of the Master Issuer for the Issuer GIC Account; "Issuer GIC Provider" means Northern Rock or any other person or persons as are for the time being the Issuer GIC Provider under the applicable Issuer Bank Account Agreement; "Issuer Income Deficit" means a deficit of the Issuer Available Revenue Receipts to pay items (A) through (M) of the Issuer Pre-Enforcement Revenue Priority of Payments as set forth in paragraph 1 of Schedule 2 of the Issuer Deed of Charge; "Issuer Ledgers" means the Issuer Revenue Ledger, the Issuer Principal Ledger, the Issuer Reserve Fund Ledger and the Swap Collateral Ledger and any other ledger required to be maintained pursuant to the Issuer Cash Management Agreement; "Issuer Master Definitions Schedule" means this master definitions schedule relating to the Master Issuer and the Issuer Transaction Documents signed for the purposes of identification by Sidley Austin Brown & Wood and Allen & Overy LLP on or about the Funding 2 Programme Date; "Issuer Note Principal Sub-Ledger" means the sub-ledger of the Issuer Principal Ledger on which the Issuer Cash Manager records Issuer Available Principal Receipts allocated to the repayment of principal on each Series and Class of Issuer Notes; "Issuer Note Revenue Sub-Ledger" the sub-ledger of the Issuer Revenue Ledger on which the Issuer Cash Manager records Issuer Available Revenue Receipts allocated to the payment of interest on each Series and Class of Issuer Notes; "Issuer Notes" means all of the Class A Notes, the Class B Notes, the Class M Notes, the Class C Notes and the Class D Notes of the Master Issuer or any of them as the context may require; "Issuer NR Sterling Account" means the account of the Master Issuer (account number 20070228/10020) held with Northern Rock plc, denominated in Sterling and maintained subject to the terms of the Issuer Bank Account Agreement and the Issuer Deed of Charge, or 9 any additional or replacement account denominated in Sterling as may for the time being be in place with the prior consent of the Note Trustee; "Issuer NR Sterling Account Mandate" means the account mandate of the Master Issuer for the Issuer NR Sterling Account; "Issuer Paying Agent and Agent Bank Agreement" means the paying agent and agent bank agreement to be entered into on or about the Funding 2 Programme Date between, inter alios, the Master Issuer, the Note Trustee, the Issuer Security Trustee, the Principal Paying Agent, the US Paying Agent and the other Agents and any other agreement for the time being in force appointing successor agents; "Issuer Post-Enforcement Call Option Agreement" means the post-enforcement call option agreement to be entered into on or about the Funding 2 Programme Date between the Master Issuer, the Issuer Post-Enforcement Call Option Holder and the Note Trustee; "Issuer Post-Enforcement Call Option Holder" means GPCH Limited, a company incorporated with limited liability under the laws of England and Wales, registered number ###-###-####, or such other person or persons for the time being acting as post-enforcement call option holder under the Issuer Post-Enforcement Call Option Agreement or the Issuer Post-Enforcement Start-Up Loan Option Agreement, as applicable; "Issuer Post-Enforcement Priority of Payments" means the order of priority of payments in which Issuer Available Revenue Receipts, Issuer Available Principal Receipts and all other monies, income, receipts and recoveries of the Master Issuer or the Issuer Security Trustee or any Receiver will be applied following enforcement of the Issuer Security and as set out in Schedule 2 to the Issuer Deed of Charge; "Issuer Post-Enforcement Start-Up Loan Option Agreement" means the post-enforcement start-up loan option agreement to be entered into on or about the Funding 2 Programme Date between the Master Issuer, the Post-Enforcement Call Option Holder and the Issuer Start-Up Loan Provider; "Issuer Pre-Enforcement Revenue Priority of Payments" means the order of priority of payments in which the Issuer Available Revenue Receipts will be applied until enforcement of the Issuer Security as set out in Schedule 2 to the Issuer Deed of Charge; "Issuer Pre-Enforcement Principal Priority of Payments" means the order of priority of payments in which the Issuer Available Principal Receipts will be applied until enforcement of the Issuer Security as set out in Schedule 2 to the Issuer Deed of Charge; "Issuer Pre-Enforcement Priority of Payments" means, as applicable, any of the Issuer Pre-Enforcement Revenue Priority of Payments or the Issuer Pre-Enforcement Principal Priority of Payments; "Issuer Principal Ledger" means the ledger on which the Issuer Cash Manager records Issuer Available Principal Receipts received and paid out by the Master Issuer; "Issuer Principal Receipts" means, for any Monthly Payment Period, the principal amounts repaid by Funding 2 in respect of the Global Intercompany Loan in such Monthly Payment Period; "Issuer Priority of Payments" means, as applicable, any of the Issuer Pre-Enforcement Revenue Priority of Payments, the Issuer Pre-Enforcement Principal Priority of Payments or the Issuer Post-Enforcement Priority of Payments; 10 "Issuer Reserve Fund" means the reserve fund established in the name of the Master Issuer as required under the terms of the Global Intercompany Loan on the Funding 2 Programme Date in an amount not exceeding the Issuer Reserve Required Amount; "Issuer Reserve Ledger" means a ledger maintained by the Issuer Cash Manager to record the amount credited to the Issuer Reserve Fund and withdrawals and deposits in respect of the Issuer Reserve Fund; "Issuer Reserve Minimum Amount" means, as of any Date of Determination, on any date and subject to amendment, is the product of (a) one per cent. and (b) the aggregate Principal Amount Outstanding of the Issuer Notes (including Principal Amount Outstanding of Issuer Notes issued on such date); "Issuer Reserve Principal Payment" means, either: (a) prior to the occurrence of a Trigger Event, repayment of principal due and payable in respect of the Original Bullet Redemption Notes (which are Class A Notes); or (b) on or after the occurrence of a Trigger Event, repayment of principal due and payable in respect of the Original Bullet Redemption Notes (which are Class A Notes) on their respective final maturity dates only; "Issuer Reserve Required Amount" means, as of any Date of Determination, on any date and subject to amendment, the greater of: (a) the Issuer Reserve Minimum Amount; and (b) the Programme Reserve Required Amount less the amount standing to the credit of the Funding 2 Reserve Fund on such date (after taking account of amounts to be debited from and credited to the Funding 2 Reserve Fund on such date); "Issuer Revenue Ledger" means the ledger maintained by the Issuer Cash Manager pursuant to the Issuer Cash Management Agreement to record the Issuer Revenue Receipts standing to the credit of the Issuer Transaction Accounts from time to time; "Issuer Revenue Receipts" has the same meaning as "Issuer Available Revenue Receipts"; "Issuer Secured Creditors" means the Issuer Security Trustee (and any Receiver appointed pursuant to the Issuer Deed of Charge), the Note Trustee, the Issuer Swap Providers, any Start-Up Loan Provider, the Issuer Corporate Services Provider, each Issuer Account Bank, the Issuer Cash Manager, the Paying Agents, the Agent Bank, the Registrar, the Transfer Agent and the Noteholders and each New Issuer Secured Creditor who accedes to the Issuer Deed of Charge from time to time; "Issuer Secured Obligations" means any and all of the monies, obligations and liabilities and all other amounts, due, owing, payable or owed by it to the Issuer Secured Creditors under and pursuant to the Issuer Transaction Documents; "Issuer Security" means the security granted by the Master Issuer under or pursuant to the Issuer Deed of Charge in favour of the Issuer Security Trustee for the benefit of the Issuer Secured Creditors; "Issuer Security Trustee" means The Bank of New York acting through its office at 40th Floor, One Canada Square, London E14 5AL, or such other persons and all other persons for the time being acting as the issuer security trustee or issuer security trustees pursuant to the Issuer Deed of Charge; 11 "Issuer Start-Up Loan Provider" means Northern Rock, in its capacity as provider of the Start-Up Loan and/or such other person or persons for the time being the lender under the Start-Up Loan Agreement; "Issuer Sterling Account" means the account of the Master Issuer (account number 10860255) held with Citibank, N.A., denominated in Sterling and maintained subject to the terms of the Issuer Bank Account Agreement and the Issuer Deed of Charge, or any additional or replacement account denominated in Sterling as may for the time being be in place with the prior consent of the Note Trustee; "Issuer Sterling Account Mandate" means the account mandate of the Master Issuer for the Issuer Sterling Account; "Issuer Subscription Agreement" means an agreement supplemental to the Programme Agreement (by whatever name called) in or substantially in the form set out in the Programme Agreement or in such other form as may be agreed between the Master Issuer and the Dealers; "Issuer Swap Agreements" means the ISDA Master Agreements, schedules thereto and confirmations thereunder relating to the Issuer Swaps to be entered into on or about each Closing Date, and any credit support annexes or other credit support documents entered into at any time, as amended from time to time, among the Master Issuer, the applicable Issuer Swap Provider, the Issuer Security Trustee and/or any credit support provider and includes any additional and/or replacement Issuer Swap Agreement entered into by the Master Issuer from time to time in connection with the Issuer Notes; "Issuer Swap Collateral Accounts" means the accounts, if any, opened in the name of the Master Issuer for the purpose of holding Swap Collateral delivered to the Master Issuer and maintained in accordance with the Issuer Cash Management Agreement; "Issuer Swap Collateral Ancillary Documents" means any document (including, without limitation, any custodial agreement or bank account agreement but excluding the Issuer Swap Agreements, the Issuer Cash Management Agreement and the Issuer Deed of Charge) as may be entered into by the Master Issuer from time to time in connection with the Swap Collateral; "Issuer Swap Collateral Cash Account" means an account opened in the name of the Master Issuer form the purpose of holding Swap Collateral in cash and maintained in accordance with the terms of the Issuer Cash Management Agreement; "Issuer Swap Collateral Ledger" means the ledger and any sub-ledgers maintained by the Issuer Cash Manager in the books of the Master Issuer in accordance with Clause 4.7 (Swap Collateral) of the Issuer Cash Management Agreement; "Issuer Swap Collateral Securities Account" means a securities account opened in the name of the Master Issuer from the purpose of holding Swap Collateral in the form of securities and maintained in accordance with the terms of the Issuer Cash Management Agreement; "Issuer Swap Excluded Termination Amount" means, in relation to an Issuer Swap Agreement an amount equal to: (a) the amount of any Swap Termination Payment due and payable to the relevant Issuer Swap Provider as a result of a Swap Provider Default in relation to such Issuer Swap Provider, less 12 (b) the Swap Replacement Premium (if any) received by the Master Issuer upon entry by the Master Issuer into an agreement to replace such Issuer Swap Agreement which has terminated as a result of such Swap Provider Default; "Issuer Swap Providers" means the institutions identified in respect of each Issuer Swap in the Final Terms related to the relevant Series and Class of Issuer Notes; "Issuer Swaps" means the Swap Transactions which will entitle the Master Issuer to receive and pay amounts under the Global Intercompany Loan in Sterling and to receive and pay amounts under the Issuer Notes not denominated in Sterling in the applicable specified currency and/or which will hedge the Master Issuer's payment obligations against movements in interest rates where there is a possible difference between an interest rate applicable to amounts received by the Master Issuer under a Loan Tranche and the interest rate applicable to amounts to be paid by the Master Issuer in respect of the related Series and Class of Issuer Notes; "Issuer Transaction Accounts" means the day to day bank accounts of the Master Issuer, held with any of the Issuer Transaction Account Banks and comprising the Issuer Euro Account, the Issuer Sterling Account, the Issuer Dollar Account, the Issuer Canadian Dollar Account and the Issuer NR Sterling Account or any other account of the Master Issuer that may be opened, with the prior approval of the Note Trustee, after the Funding 2 Programme Date, and maintained subject to the terms of the Issuer Bank Account Agreement and the Issuer Deed of Charge; "Issuer Transaction Account Bank" means each bank at which an Issuer Transaction Account is maintained from time to time, being in respect of the Issuer Euro Account, the Issuer Sterling Account, the Issuer Canadian Dollar Account and the Issuer Dollar Account, Citibank, N.A., Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, or any other Authorised Entity appointed by the Master Issuer in accordance with the Issuer Transaction Documents and, in respect of the Issuer NR Sterling Account, Northern Rock plc, Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL, or any other Authorised Entity appointed by the Master Issuer in accordance with the Issuer Transaction Documents and "Issuer Transaction Account Banks" means all of them; "Issuer Transaction Account Mandate" means any of the Issuer Sterling Account Mandate, the Issuer NR Sterling Account Mandate, the Issuer Dollar Account Mandate, the Issuer Canadian Dollar Amount Mandate and Issuer Euro Account Mandate; "Issuer Transaction Document" means any of the following documents: (a) each Issuer Subscription Agreement; (b) each Issuer Underwriting Agreement; (c) the Issuer Deed of Charge; (d) each Issuer Swap Agreement; (e) the Issuer Trust Deed and each supplemental trust deed supplemental thereto, and any other trust deed constituting any Issuer Note at any time; (f) the Issuer Paying Agent and Agent Bank Agreement; (g) the Issuer Cash Management Agreement; (h) the Issuer Post-Enforcement Call Option Agreement; 13 (i) the Issuer Post-Enforcement Start-Up Loan Option Agreement; (j) the Issuer Bank Account Agreement; (k) the Issuer Notes; (l) the Issuer Corporate Services Agreement; (m) the Issuer Start-Up Loan Agreement; (n) the Global Intercompany Loan Agreement and each Loan Tranche advanced thereunder; (o) any Swap Collateral Ancillary Document; and (p) each other document entered into or to be entered into by the Master Issuer pursuant to or in connection with any of the above documents (including each document under which the Master Issuer assumes any obligations to any New Issuer Secured Creditor and any agreement entered into by the Master Issuer as a replacement of any of the above agreements upon the termination thereof); "Issuer Trust Deed" means the trust deed entered into on or about the Funding 2 Programme Date between the Master Issuer and the Note Trustee constituting the Issuer Notes; "Issuer Underwriting Agreement" means the underwriting agreement relating to the sale of a Series or Class of US Notes among the Master Issuer and the Underwriters designated therein; "Lead Managers" means the institutions specified in the Final Terms relating to any Series and Class of Issuer Notes; "LIBOR" means the London Interbank Offered Rate for deposits in the relevant currency, as determined by the Agent Bank in accordance with the Issuer Paying Agent and Agent Bank Agreement; "Listed Notes" means each Series and Class of Issuer Notes which are admitted to the Official List and admitted to trading on the Market; "Loan Tranches" means the AAA Loan Tranches, the AA Loan Tranches, the A Loan Tranches, the BBB Loan Tranches and the BB Loan Tranches, being the advances made by the Master Issuer to Funding 2, pursuant to the Global Intercompany Loan Agreement, each being funded from proceeds received by the Master Issuer from the issue of a Series and Class of Issuer Notes; "Loan Tranche Supplement" means, in relation to any Loan Tranche, the document between, amongst others, Funding 2 and the Master Issuer recording the principal terms of such Loan Tranche; "Mandate" means any of the Issuer Transaction Account Mandates or the Issuer GIC Account Mandate and together, the "Mandates"; "Margin" means in respect of any Series and Class of Issuer Notes, the amount specified as such in the applicable Final Terms; "Master Definitions Schedule" means the master definitions schedule signed for the purposes of identification by Brown & Wood and Clifford Chance Limited Liability Partnership on or 14 about 26 March 2001, as has been and may be amended, restated, varied or supplemented from time to time, which is a schedule of the definitions used in the Transaction Documents; "Master Issuer" means Granite Master Issuer plc, a company incorporated with limited liability under the laws of England and Wales, registered number ###-###-####; "New Issuer Secured Creditor" means each person who enters into a deed of accession to the Issuer Deed of Charge at any time; "Note Certificates" means the Global Note Certificates and the Individual Note Certificates; "Note Event of Default" means, in relation to the Master Issuer, an event of default under the provisions of the Issuer Notes and in relation to any other Issuer, the occurrence of an event of default by such Issuer as specified in the relevant Conditions of the Notes issued by such Issuer; "Note Principal Payment" means the amount of each principal payment payable on each Issuer Note; "Note Trustee" means The Bank of New York, acting through its office at 40th Floor, One Canada Square, London E14 5AL, or such other person for the time being acting as Note Trustee under the Issuer Trust Deed; "Noteholders" means, in relation to the Issuer Notes, the holders of the Class A Notes, the Class B Notes, the Class M Notes, the Class D Notes of any Series or any of them and in relation to Notes issued by any other Issuer, the holders for the time being of such Notes; "Notes" means, in relation to the Master Issuer, the Issuer Notes and, in relation to any other Issuer, the notes issued by such Issuer; "notice" means, in respect of notice being given to the Noteholders, a notice duly given in accordance with, in the case of the Issuer Notes, Condition 14 of the Issuer Notes and, in the case of Notes issued by any other Issuer, the relevant equivalent Condition of such Notes; "Officers' Certificate" means with respect to any Person, a certificate signed by any director or equivalent officer of such Person. Each such certificate shall include the statements provided for in Clause 16 of the Issuer Trust Deed if and to the extent required by the provisions thereof; "Opinion of Counsel" means an opinion in writing signed by legal counsel who shall be acceptable to the Note Trustee and who may be counsel to the Master Issuer or to an affiliate of the Master Issuer or to such other party as the Note Trustee may from time to time agree. Each such opinion shall include the statements provided for in Clause 16 of the Issuer Trust Deed if and to the extent required by the provisions hereof; "Original Bullet Loan Tranche" means a Loan Tranche which has, at any time, been a Bullet Loan Tranche, whether or note the Step-Up Date in respect of such Loan Tranche has occurred; "Original Bullet Redemption Note" means an Issuer Note which has, at any time been a Bullet Redemption Note, whether or not the Step-Up Date in respect of such Issuer Note has occurred; "Pass-Through Loan Tranche" means a Loan Tranche which has no specified repayment dates other than a Final Repayment Date. On the occurrence of a date specified for a Bullet Loan Tranche, a Scheduled Repayment Loan Tranche or a Controlled Repayment Loan 15 Tranche in the applicable Loan Tranche Supplement or if a Step-Up Date in relation to such Loan Tranche occurs or if a Pass-Through Trigger Event occurs, then such Loan Tranche will be deemed to be a Pass-Through Loan Tranche; "Paying Agent and Agent Bank Agreement" means, in relation to the Master Issuer, the Issuer Paying Agent and Agent Bank Agreement and in relation to any other Issuer, the Paying Agent and Agent Bank Agreement with respect to such Issuer as defined in the Issuer Master Definitions Schedule relating to such Issuer; "Paying Agents" means the Principal Paying Agent and the US Paying Agent initially appointed as paying agents pursuant to the Issuer Paying and Agent Bank Agreement or, if applicable, any successor paying agents; "Potential Issuer Event of Default" has the same meaning as "Potential Note Event of Default"; "Potential Note Event of Default" means any condition, event or act which with the lapse of time and/or the giving of any notice and/or determination of materiality and/or fulfilment of any similar condition would constitute a Note Event of Default; "Preliminary Prospectus" means, in relation to the Issuer Notes, the preliminary prospectus dated 7 January 2005 relating to the US Notes and, in relation to Notes issued by any other Issuer, the preliminary prospectus relating to the US Notes issued by such Issuer; "Preliminary Reg S Prospectus" means (a) in relation to the Issuer Notes, the preliminary base prospectus relating to the Reg S Notes and (b) in relation to Notes issued by any other Issuer, the preliminary offering circular relating to the Reg S Notes issued by such Issuer including, in each case, the Preliminary Prospectus attached thereto; "Principal Amount Outstanding" in relation to the Issuer Notes, has the meaning set out in Condition 5(C) of the Issuer Notes and, in relation to Notes issued by any other Issuer, has the meaning set out in the Conditions of such Notes; "Principal Paying Agent" means, in relation to the Issuer Notes, Citibank, N.A., whose principal office is Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, in its capacity as principal paying agent at its specified office initially appointed as a principal paying agent pursuant to the Issuer Principal Paying and Agent Bank Agreement or, if applicable, any successor principal paying agent at its specified office; "Programme Agreement" means the agreement entered into on or around the Funding 2 Programme Date, as amended from time to time, between the Master Issuer, Funding 2 and the dealers named therein (or deemed named therein); "Programme Master Definitions Schedule" means the programme master definitions schedule dated on or about 19 January 2005, signed for the purposes of identification by Sidley Austin Brown & Wood and Allen & Overy LLP; "Programme Reserve Required Amount" means as of any date of determination, an amount calculated as the product of (a) the Programme Reserve Required Percentage and (b) the aggregate outstanding principal balance of all Loan Tranches outstanding under the Global Intercompany Loan Agreement (including the Principal Amount Outstanding of any Loan Tranche) (or the increase in the Principal Amount Outstanding of any existing Loan Tranche) that is made on such date); 16 "Programme Reserve Required Percentage" means on any date, the percentage specified as such (subject to amendment) in the most recent Final Terms; "Programme Resolution" means an extraordinary resolution of the Noteholders of any Class of Issuer Notes to direct the Note Trustee to take any enforcement action pursuant to the Conditions; "Programme" means the asset-backed note programme established by or otherwise contemplated in the Programme Agreement and the Issuer Trust Deed; "Prospectus" means, in relation to the Issuer Notes, the prospectus dated on or about 19 January 2005 relating to the issue of US Notes as supplemented by the Prospectus Supplement relating to each Series and Class of Issuer Notes and, in relation to Notes issued by any other Issuer, the prospectus relating to the US Notes issued by such Issuer; "Proxy" has the meaning specified in Schedule 4 to the Issuer Trust Deed; "Rate of Interest" means, in relation to any Series and Class of Issuer Notes, the rate or rates (expressed as a percentage per annum) on interest payable in respect of such Issuer Notes specified in the applicable Final Terms or calculated and determined in accordance with the applicable Final Terms, and, in relation to Notes issued by any other Issuer, has the meaning set out in the Conditions of such Notes; "Rating Agencies" means S&P, Moody's and Fitch, and "Rating Agency" means any of them; "Reasonable Prudent Mortgage Lender" or "reasonable prudent mortgage lender" means a reasonably prudent prime residential mortgage lender lending to Borrowers in England, Wales and Scotland who generally satisfy the lending criteria of traditional sources of residential mortgage capital; "Record Date" means the fifteenth day before the due date for any payment on the Issuer Notes; "Reference Banks" means the principal London office of each of Citibank N.A., ABN AMRO Bank N.V., Barclays Bank plc and The Royal Bank of Scotland plc; "Reference Lenders" has the meaning given to it in the Basis Rate Swap Agreement; "Reference Rate" means in respect of any Series and Class of Issuer Notes, the price specified as such in the applicable Final Terms; "Reg S" means Regulation S under the United States Securities Act of 1933, as amended; "Reg S Global Note Certificates" means the note certificates representing the Reg S Notes while in global form; "Reg S Individual Note Certificate" means the note certificates representing the Reg S Notes in definitive form; "Reg S Notes" means, the Issuer Notes admitted to the Official List and admitted to trading on the Market (but not including the US Notes); "Reg S Prospectus" means (a) in relation to the Issuer Notes, has the meaning given to that term in the Programme Master Definitions Schedule and (b) in relation to Notes issued by any 17 other Issuer, means the offering circular relating to the Reg S Notes issued by such Issuer including, in each case, the Prospectus attached thereto; "Register" means the register of Noteholders kept by the Registrar and which records the identity of each Noteholder and the number of Notes that each Noteholder owns; "Registrar" in respect of the Issuer Notes, means Citibank, N.A., acting through its office at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB appointed initially pursuant to the Issuer Paying Agent and Agent Bank Agreement or, if applicable, any successor registrar at its specified office, and procured by the Master Issuer to maintain the Register; "Registration Statement" means the registration statement on Form S-11 (No. 333-119671) as filed with the SEC; "Regulation S Legend" has the meaning given to it in Section 16 of Schedule 2 to the Issuer Paying Agent and Agent Bank Agreement; "Regulations" means as the context may require either (i) the Unfair Terms in Consumer Contracts Regulations 1999 and/or, as applicable, the Unfair Terms in Consumer Contracts Regulations 1994 or (ii) the Regulations set out in Schedule 2 to the Issuer Paying Agent and Agent Bank Agreement; "Relevant Deposit Amount" means the sum of the following: (a) either: (i) prior to the Step-Up Date in respect of any Issuer Notes (pursuant to the terms and conditions thereof) or if the Step-Up Date has occurred in respect of any Issuer Notes (pursuant to the Terms and Conditions thereof) and the option to redeem any Issuer Notes has been exercised by the Master Issuer, an amount equal to the aggregate of: the Funding Share of the Trust Property (as most recently calculated)/the Funding Share of the trust Property on the relevant Closing Date x the outstanding balance in the Funding Reserve Fund plus the outstanding balance in the Funding (Issuer) Reserve Fund (as most recently calculated); and the Funding 2 Share of the Trust Property (as most recently calculated)/the Funding 2 Share of the Trust Property on the relevant Closing Date x the outstanding balance in the Issuer Reserve Fund (as most recently calculated); or (ii) if the Master Issuer does not exercise its option to redeem its Issuer Notes on the relevant Step-Up Date pursuant to the Terms and Conditions thereof, an amount equal to the aggregate of: the Funding Share of the Trust Property (as most recently calculated)/the Funding Share of the Trust Property on the relevant Closing Date x the outstanding balance in the Funding Reserve Fund plus the outstanding balance in the Funding (Issuer) Reserve Fund (as most recently calculated) x 2; and 18 the Funding 2 Share of the Trust Property (as most recently calculated)/the Funding 2 Share of the Trust Property on the relevant Closing Date x the outstanding balance in the Funding 2 Reserve Fund plus the outstanding balance in the Issuer Reserve Fund (as most recently calculated) x 2; (b) any amounts standing to the credit of the Funding GIC Account and the Funding 2 GIC Account which will be applied on the next following date on which amounts are due under any Funding Intercompany Loan or any Funding 2 Intercompany Loan which in turn will result in any notes having ratings of "AAA", "AA" or "A-1+" from Standard &Poor's to be redeemed in whole or in part; (c) any amounts standing to the credit of the Mortgages Trustee GIC Account which will be distributed to Funding and/or Funding 2 on the next following Distribution Date and which will be applied by Funding and/or Funding 2 on the next following date on which amounts are due under any Funding Intercompany Loan or any Funding 2 Intercompany Loan which in turn will result in any Issuer Notes having ratings of "AAA", "AA" or "A-1+" from Standard & Poor's to be redeemed in whole or in part; and (d) any other amounts standing to the credit of accounts maintained by the Mortgages Trustee, Funding, Funding 2 or the Master Issuer with a bank and which would otherwise be required by Standard & Poor's to be rated "A-1+"; less any amounts invested in Authorised Investments or maintained in accounts at a bank rated at least "A-1+" by Standard & Poor's; "Relevant Note" has the meaning specified in Schedule 4 to the Issuer Trust Deed; "Relevant Screen Page" means in respect of any Series and Class of Issuer Notes, the screen page specified as such in the applicable Final Terms; "Representative" has the meaning specified in Schedule 4 to the Issuer Trust Deed; "Scheduled Repayment Dates" for any Scheduled Repayment Loan Tranche means the Monthly Payment Dates specified as such for such Loan Tranche set out in the applicable Loan Tranche Supplement; "Scheduled Repayment Loan Tranche" means any Loan Tranche scheduled to be repaid in full in two or more instalments on Scheduled Repayment Dates. Scheduled Repayment Loan Tranches will be deemed to be Pass-Through Loan Tranches if: (a) a date specified in relation to the same in the applicable Loan Tranche Supplement occurs; (b) a Pass-Through Trigger Event occurs; (c) the Step-Up Date (if any) in relation to such Loan Tranche occurs; "SEC" means The United States Securities and Exchange Commission; "Security Documents" means the Issuer Deed of Charge, the Funding 2 Deed of Charge and each Deed of Accession entered into pursuant to the Issuer Deed of Charge and the Funding 2 Deed of Charge and any other security document entered into pursuant to any of the foregoing; 19 "Series" means all classes of Issuer Notes issued on a given day and any class of Issuer Notes issued on any other day which: (a) is expressed to be consolidated; and (b) is identical in all respects (including as to listing) except for Closing Date, Interest Commencement Date and issue price with any class of Issuer Notes issued on such given day; "Series and Class" means a particular class of Issuer Notes of a given Series; "Specified Currency" has the meaning given to it in the relevant Final Terms; "Specified Currency Exchange Rate" means in relation to a Series and Class of Issuer Notes, the exchange rate specified in the Issuer Swap Agreement relating to such Series and Class of Issuer Notes or, if the Issuer Swap Agreement has been terminated, the applicable spot rate; "Specified Denomination" means, in respect of any Series and Class of Issuer Notes, the denomination specified as such in the applicable Final Terms; "Specified Office" means, as the context may require, in relation to any of the Agents, the office specified against the name of such Agent in the Issuer Paying Agent and Agent Bank Agreement or such other specified notice as may be notified to the Master Issuer and the Note Trustee pursuant to the Issuer Paying Agent and Agent Bank Agreement; "Start-Up Loan" means the start-up loan that the Start-Up Loan Provider shall make available to the Master Issuer pursuant to the Start-Up Loan Agreement; "Start-Up Loan Agreement" means the agreement entered into on or about the Funding 2 Programme Date between the Master Issuer, the Issuer Start-Up Loan Provider and the Issuer Security Trustee relating to the provision of the Start-Up Loan to the Master Issuer; "Start-Up Loan Tranche" or "Start-Up Loan Tranches" means each loan made by a Start-Up Loan Provider to the Master Issuer under a Start-Up Loan Agreement, and collectively, the "Start-Up Loans"; "Step-up Date" means in respect of any Loan Tranche and the related Series and Class of Issuer Notes, the Monthly Payment Date in respect of a Series and Class of Issuer Notes on which the interest rate on those Issuer Notes increases by a predetermined amount following the payment made by Funding 2 or the Master Issuer, as applicable, on such Monthly Payment Date, which date for any Loan Tranche will be specified in the Loan Tranche Supplement, and for any Series and Class of Issuer Notes, will be specified in the applicable Pricing Supplement or after 1 July 2005 Final Terms, for the relevant Issuer Notes; "Swap Collateral" means, at any time, any asset (including without limitation, Cash and/or securities) which is paid or transferred by an Issuer Swap Provider to, or held by, the Master Issuer or to Funding 2, as applicable, as collateral to secure the performance by such Issuer Swap Provider of its obligations under the relevant Issuer Swap Agreement together with any income or distributions received in respect of such asset (if the Master Issuer or Funding 2, as applicable, is entitled to retain the same); "Swap Early Termination Event" means a circumstance in which some or all swap transactions (as the case may be) under a Swap Agreement can be terminated before their respective scheduled termination dates; "Swap Provider Default" means the occurrence of: 20 (a) an Event of Default (as defined in the relevant Issuer Swap Agreement) where the relevant Issuer Swap Provider is the Defaulting Party (as defined in the relevant Issuer Swap Agreement); or (b) an Additional Termination Event (as defined in the relevant Issuer Swap Agreement) as a result of the failure by the relevant Issuer Swap Provider to remedy a Swap Downgrade Event in accordance with the relevant Issuer Swap Agreement where the relevant Issuer Swap Provider is the Sole Affected Party (as defined in the relevant Issuer Swap Agreement); or (c) the Additional Tax Representation (as defined in the relevant Issuer Swap Agreement) proves to be incorrect or misleading in any material respect as a result of any action, and/or any omission to take any action by the relevant swap provider which could have prevented such breach of the additional tax representation; "Swap Replacement Premium" means any payment received from a replacement swap providers upon entry into an agreement with such replacement swap provider replacing a Swap Agreement; "Swap Termination Payment" means the amount payable because of a Swap Early Termination Event; "Telerate Page No. 3750" means the display designated as Page 3750 on the Dow-Jones/Telerate Monitor Service (or such other page as may replace Telerate Page No. 3750 on that service or such other service as may be nominated by the British Bankers' Association (including the Reuters Screen) as the information vendor for the purposes of displaying British Bankers' Association Interest Settlement Rates for deposits in the currency concerned); "Transaction Document" means any of the following documents: (a) the Programme Agreement; (b) the Mortgages Trust Deed; (c) the Controlling Beneficiary Deed; (d) the Mortgage Sale Agreement; (e) each Deed of Accession to the Funding 2 Deed of Charge (including, for the avoidance of doubt, the Supplemental Deed to the Funding 2 Deed of Charge); (f) the Funding 2 Deed of Charge; (g) each Funding 2 Basis Rate Swap Agreement; (h) the Administration Agreement; (i) the Cash Management Agreement; (j) the Mortgages Trustee Guaranteed Investment Contract; (k) the Bank Account Agreement; (l) the Funding 2 Bank Account Agreement; (m) the Stand-By Bank Account Agreement; 21 (n) the Collection Bank Agreement; (o) the Master Definitions Schedule; (p) the Programme Master Definitions Schedule; (q) the Seller (Mortgages Trust) Assignment Agreement; (r) each Start-Up Loan Agreement; (s) the Corporate Services Agreement; (t) the Issuer Transaction Documents; and (u) any other deeds of accession or supplemental deeds relating to any such documents.] "Transfer Agent" means Citibank, N.A., acting through its Specified Office at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, and initially appointed by the Master Issuer under the Issuer Paying Agent and Agent Bank Agreement to administer the transfer of Issuer Notes, or such other person for the time being acting as Transfer Agent under the Issuer Paying Agent and Agent Bank Agreement; "Treaty Lender" means a person who: (i) is treated as a resident of a Treaty State for the purposes of the Treaty; and (ii) does not carry on a business in the United Kingdom through a permanent establishment with which that person's participation in the Issuer Start-Up Loan is effectively connected; "Treaty State" means a jurisdiction having a double taxation treaty (a "Treaty") with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest; "Trust Deed" means, in relation to the Master Issuer, the Issuer Trust Deed; "Trustee Acts" means both the Trustee Act 1925 and the Trustee Act 2000 of England and Wales; "Underwriters" means, the institutions specified in the Prospectus Supplement relating to any Series and Class of Notes; "US Global Note Certificates" means the Global Note Certificates relating to a Series and Class of US Notes; "US Individual Note Certificates" means the Individual Note Certificates relating to a Series and Class of US Notes; "US Notes" means, any Series of the Class A, Class B, Class M and Class C Notes which are registered in the United States under the Securities Act; "US Paying Agent" means Citibank N.A. acting through its New York office as paying agent in the United States of America, initially appointed as US paying agent pursuant to the Issuer Paying Agent and Agent Bank Agreement or if applicable, any successor US paying agent; and 22 "Zero Coupon Note" means an Issuer Note, the interest basis of which is specified in the applicable Note Supplement as being zero coupon; 2. Interpretation and Construction 2.1 Any reference in this Issuer Master Definitions Schedule or any Transaction Document to: "agreed form" means, in relation to any document, the draft of that document the form of which has been agreed between the parties thereto (or if such document is delivered pursuant to another Transaction Document, between the parties to such Transaction Document) and initialled on their behalf for the purpose of identification; the "assets" of any person shall be construed as a reference to the whole or any part of its business, undertakings, property, intellectual property, shares, securities, debts, accounts, revenues (including any right to receive revenues), goodwill, shareholdings and uncalled capital including premium whether now or hereafter acquired and any other assets whatsoever; the "assignment" of any Mortgage Loan shall be construed, in relation to any Scottish Mortgage Loan and its Related Security, so as to include the transfer of the beneficial interest therein and/or the legal title thereto, and the terms "assign" and "assigned" shall in that context be construed accordingly; "disposal" shall be construed as any sale, lease, transfer, conveyance, assignment, assignation, licence, sub-licence or other disposal and "dispose" shall be construed accordingly; a "guarantee" means any guarantee, bond, indemnity, letter of credit, third party security or other legally binding assurance against financial loss granted by one person in respect of any indebtedness of another person, or any agreement to assume any indebtedness of any other person or to supply funds or to invest in any manner whatsoever in such other person by reason of, or otherwise in relation to, indebtedness of such other person; "indebtedness" shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; a "month" is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month save that, where any such period would otherwise end on a day which is not a business day, it shall end on the next business day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the preceding business day, provided that, if a period starts on the last business day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last business day in that later month (and references to "months" shall be construed accordingly); "party" shall be construed as a party to a particular agreement, as the case may be; "subsidiary" means, (a) a subsidiary within the meaning of Section 736 of the Companies Act 1985, and (b) unless the context requires otherwise, a subsidiary undertaking within the meaning of Section 258 of the Companies Act 1985; "VAT" means value added tax imposed by the United Kingdom as referred to in the Value Added Tax Act 1994 and legislation (whether delegated or otherwise) replacing the same or supplemental thereto or in any primary or subordinate legislation promulgated by the European Union or any official body or agency thereof, and any similar turnover tax replacing or introduced in addition to any of the same; 23 a "wholly-owned subsidiary" of a company or corporation shall be construed as a reference to any company or corporation which has no other members except that other company or corporation and that other company's or corporation's wholly-owned subsidiaries or persons acting on behalf of that other company or corporation or its wholly-owned subsidiaries; and the "winding-up" or "administration" of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, bankruptcy, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors. 2.2 "(GBP)", "sterling", "Sterling" or "pounds sterling" denotes the lawful currency for the time being of the United Kingdom of Great Britain and Northern Ireland; "(euro)", "euro" or "Euro" denotes the lawful currency for the time being of the member states of the European Union that adopt the single currency introduced at the start of the third stage of European Economic Monetary Union pursuant to the Treaty of Rome of 25th March, 1957, establishing the European Community as amended from time to time and as amended by, inter alia, the Treaty of European Union of 7th February, 1992; "$", "US$", "US dollars", "dollars" or "Dollars" denotes the lawful currency for the time being of the United States of America; "Canadian Dollars" or "CAN$" denotes the lawful currency for the time being of Canada. 2.3 In this Issuer Master Definitions Schedule and in any of the Transaction Documents in which this Issuer Master Definitions Schedule is expressed to be incorporated or to which this Issuer Master Definitions Schedule is expressed to apply: (a) words denoting the singular number only shall include the plural number also and vice versa; (b) words denoting one gender only shall include the other genders; (c) words denoting persons only shall include firms and corporations and vice versa; (d) references to any statutory provision shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under any such re-enactment; (e) references to any agreement or other document (including any of the Transaction Documents) shall be deemed also to refer to such agreement or document as amended, varied, supplemented or novated from time to time; (f) clause, paragraph and schedule headings are for ease of reference only; (g) reference to a statute shall be construed as a reference to such statute as the same may have been, or may from time to time be, amended or re-enacted to the extent such amendment or re-enactment is substantially to the same effect as such statute on the date hereof; (h) unless stated otherwise reference to a time of day shall be construed as a reference to London (GMT) time; and (i) references to any person shall include references to his successors, transferees and assigns and any person deriving title under or through him. 2.4 Save as provided otherwise, where any obligation in a Transaction Document is owed to more 24 than one party that obligation is owed to each of them separately and may be enforced by any of them. 2.5 Where a term is used but not defined in this Issuer Master Definitions Schedule, that term shall have the meaning indicated in the Master Definitions Schedule. 3. Governing Law This Issuer Master Definitions Schedule is governed by, and shall be construed in accordance with, the laws of England. 25 SCHEDULE 1 STANDARD DOCUMENTATION 26
SIGNATORIES SIDLEY AUSTIN BROWN & WOOD By: ALLEN & OVERY LLP By: 82