EXECUTION VERSION
DATED 27 JANUARY 2003
---------------------
GRANITE MORTGAGES 01-1 PLC
GRANITE MORTGAGES 01-2 PLC
GRANITE MORTGAGES 02-1 PLC
GRANITE MORTGAGES 02-2 PLC
NORTHERN ROCK PLC
GRANITE FINANCE TRUSTEES LIMITED
GRANITE FINANCE FUNDING LIMITED
- AND -
OTHERS
---------------------------------
MASTER DEFINITIONS SCHEDULE
FOURTH AMENDMENT DEED
---------------------------------
SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
TELEPHONE ▇▇▇ ▇▇▇▇ ▇▇▇▇
FACSIMILE 020 7626 7937
REF:LHC/30507-15/580699
THIS MASTER DEFINITIONS SCHEDULE FOURTH AMENDMENT DEED is made on 27 January
2003
BETWEEN:
(1) 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 ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(the "FIRST ISSUER");
(2) 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 ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(the "SECOND ISSUER");
(3) 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 ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(the "THIRD ISSUER");
(4) 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 ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(the "FOURTH ISSUER");
(5) NORTHERN ROCK PLC, a public limited company incorporated under the laws
of England and Wales, whose registered office is at ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ in its capacity as (1) Seller; (2)
Cash Manager; (3) Start-up Loan Provider; (5) Administrator; and (6)
Issuer Cash Manager in relation to the Previous Issuers;
(6) GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
limited company incorporated under the laws of Jersey, Channel Islands,
through its branch at ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ as Funding;
(7) GRANITE FINANCE TRUSTEES LIMITED (registered number 79309), a private
limited company incorporated under the laws of Jersey whose registered
office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Channel
Islands as the Mortgages Trustee;
(8) LLOYDS TSB BANK PLC (registered number 2065), a public limited company
incorporated under the laws of England and Wales whose registered office
is at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, in its capacity as (1) Account
Bank; (2) a Collection Bank; and (3) Funding GIC Provider;
(9) LLOYDS TSB BANK PLC, JERSEY INTERNATIONAL BRANCH, acting through its
office at ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Channel Islands as
Jersey Account Bank;
(10) THE BANK OF NEW YORK, a New York banking corporation whose London branch
address is at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ in its
capacity as (1) Security Trustee and (2) Note Trustee in relation to the
Previous Issuers;
(11) MOURANT & CO. CAPITAL (SPV) LIMITED, a private limited company
incorporated under the laws of England and Wales whose registered office
is ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ 6BW, as
Corporate Services Provider for Funding;
1
(12) MOURANT & CO. LIMITED, a company incorporated under the laws of Jersey,
registered number 36615, whose registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Channel Islands, as Corporate
Services Provider for the Mortgages Trustee;
(13) CITIBANK, N.A., acting through its offices at ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇, in its capacity as (1) an agent bank; (2) a principal paying
agent; (3) a registrar; (4) a transfer agent; and (5) Issuer Account Bank
in relation to the Previous Issuers, and acting through its office at ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, U.S.A., as (1) a U.S.
paying agent in relation to the Previous Issuer; and (2) a note
depository in relation to the First Issuer;
(14) BANQUE AIG, LONDON BRANCH, whose registered branch office is ▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ as Currency Swap Provider in relation
to the Notes issued by the First Issuer;
(15) JPMORGAN CHASE BANK whose registered branch office is at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ as Currency Swap Provider in relation to the Notes issued
by the Second Issuer;
(16) CREDIT SUISSE FIRST BOSTON INTERNATIONAL, whose registered branch office
is at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, as Currency Swap Provider in
relation to the Notes issued by the Third Issuer;
(17) CDC IXIS CAPITAL MARKETS, a company incorporated in France and registered
in the Trade and Companies Register under number Paris B 340 706 407
acting through its branch at ▇▇▇▇▇▇ Bridge, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇, as Currency Swap Provider in relation to the Notes issued by the
Fourth Issuer;
(18) LAW DEBENTURE CORPORATE SERVICES LIMITED (registered number 3388362) a
private limited company incorporated under the laws of England and Wales
whose registered office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ as the Corporate Services Provider for the Previous Issuers;
(19) THE LAW DEBENTURE INTERMEDIARY CORPORATION P.L.C. (registered number
1525148) whose registered office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ as Share Trustee;
(20) GPCH LIMITED (registered number 4128437), a private limited company
incorporated under the laws of England whose registered office is a ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ as Post-Enforcement Call Option
Holder for the Previous Issuers; and
(21) GRANITE FINANCE HOLDINGS LIMITED (registered number 4127787) whose
registered office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ as
Holdings;
WHEREAS:
(A) On 26 March 2001, the Master Definitions Schedule was signed for the
purposes of identification by ▇▇▇▇▇ & ▇▇▇▇ MNP and ▇▇▇▇▇▇▇▇ Chance
Limited Liability Partnership and on 28 September 2001, 20 March 2002 and
23 September 2002
2
respectively, that Master Definitions Schedule was amended (the "EXISTING
MASTER DEFINITION SCHEDULE").
(B) The parties to this Deed now wish to amend and restate the Existing
Master Definitions Schedule pursuant to the provisions set out in this
Deed thereby amending and restating the Source Documents (as defined
below) to which they are a party.
(C) The parties to this Deed are party to various documents (each a "SOURCE
DOCUMENT") to which all or part of the Existing Master Definitions
Schedule applies or which incorporates by reference all or part of the
Existing Master Definitions Schedule.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1. The Existing Master Definitions Schedule as amended and restated pursuant
hereto shall be referred to herein as the "FOURTH AMENDED AND RESTATED
MASTER DEFINITIONS SCHEDULE".
1.2. The provisions of the Fourth Amended and Restated Master Definitions
Schedule are expressly and specifically incorporated into and shall apply
to this Deed.
1.3. As used in the Existing Master Definitions Schedule as amended and
restated by this Deed, the terms "MASTER DEFINITIONS SCHEDULE", "HEREIN",
"HERETO" and other words of similar import shall mean or refer to the
Fourth Amended and Restated Master Definitions Schedule, unless the
context otherwise specifically requires.
2. AMENDMENTS TO THE EXISTING MASTER DEFINITIONS SCHEDULE AND THE SOURCE
DOCUMENTS
Each of the parties to this Amendment and Restatement Deed agree that,
with effect from (and including) the date of this Deed:
(a) the Existing Master Definitions Schedule is amended and
restated in the form of Appendix 1 hereto.
(b) each Source Document to which it is a party shall be amended so
that each reference in each Source Document to the Master
Definitions Schedule shall be a reference to the Fourth Amended
and Restated Master Definitions Schedule.
3. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No person shall have any right to enforce any provision of this Deed of
Amendment and Restatement or any provision of the Fourth Amended and
Restated Master Definitions Schedule under the Contract (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.
3
4. COUNTERPARTS
This Deed of Amendment and Restatement may be executed in any number of
counterparts, and has the same effect as if the signatures and/or seals
on the counterparts were on a single copy of this Deed of Amendment and
Restatement.
5. GOVERNING LAW
5.1. This Deed of Amendment and Restatement is governed by, and shall be
construed in accordance with, English law.
5.2. 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.
4
EXECUTION PAGE
IN WITNESS WHEREOF THIS FOURTH AMENDMENT AND RESTATEMENT DEED HAS BEEN EXECUTED
AS A DEED AND DELIVERED BY THE PARTIES HERETO ON THE DAY AND YEAR FIRST ABOVE
WRITTEN.
THE FIRST ISSUER
EXECUTED BY
GRANITE MORTGAGES 01-1 PLC
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its directors for and on behalf of LDC Securitisation
and by another of its directors/its secretary Director No.1 Limited
Name__________________________
By____________________________{circle}2
for and on behalf of LDC Securitisation
Director No.2 Limited
Name__________________________
THE SECOND ISSUER
EXECUTED BY
GRANITE MORTGAGES 01-2 PLC
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its directors for and on behalf of LDC Securitisation
and by another of its directors/its secretary Director No.1 Limited
Name__________________________
By____________________________{circle}2
for and on behalf of LDC Securitisation
Director No.2 Limited
Name__________________________
5
THE THIRD ISSUER
EXECUTED BY
GRANITE MORTGAGES 02-1 PLC
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its directors for and on behalf of LDC Securitisation
and by another of its directors/its secretary Director No.1 Limited
Name__________________________
By____________________________{circle}2
for and on behalf of LDC Securitisation
Director No.2 Limited
Name__________________________
THE FOURTH ISSUER
EXECUTED BY
GRANITE MORTGAGES 02-2 PLC
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its directors for and on behalf of LDC Securitisation
and by another of its directors/its secretary Director No.1 Limited
Name__________________________
By____________________________{circle}2
for and on behalf of LDC Securitisation
Director No.2 Limited
Name__________________________
6
THE SELLER, THE CASH MANAGER, THE START-UP LOAN PROVIDER, THE ADMINISTRATOR AND
THE ISSUER CASH MANAGER IN RELATION TO THE PREVIOUS ISSUERS
EXECUTED BY
NORTHERN ROCK PLC
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name__________________________
Signature
-------------------------------
Witness
Full name
-------------------------------
Occupation Solicitor
------------------------------
Address c/o Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
------------------------------
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
------------------------------
FUNDING
EXECUTED BY
GRANITE FINANCE FUNDING LIMITED
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name__________________________
By____________________________{circle}2
Director/Secretary
Name__________________________
THE MORTGAGES TRUSTEE
EXECUTED BY
GRANITE FINANCE TRUSTEES LIMITED
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name__________________________
By____________________________{circle}2
Director/Secretary
Name__________________________
7
THE ACCOUNT BANK, A COLLECTION BANK, AND FUNDING GIC PROVIDER
EXECUTED BY
LLOYDS TSB BANK PLC
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name__________________________
Signature
-------------------------------
Witness
Full name
-------------------------------
Occupation Solicitor
------------------------------
Address c/o Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
------------------------------
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
------------------------------
THE JERSEY ACCOUNT BANK
EXECUTED BY
LLOYDS TSB BANK PLC, JERSEY
INTERNATIONAL BRANCH
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name__________________________
Signature
-------------------------------
Witness
Full name
-------------------------------
Occupation Solicitor
------------------------------
Address c/o Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
------------------------------
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
------------------------------
THE SECURITY TRUSTEE AND NOTE TRUSTEE
EXECUTED BY
THE BANK OF NEW YORK
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name__________________________
8
THE CORPORATE SERVICES PROVIDER FOR FUNDING
EXECUTED BY
MOURANT & CO. CAPITAL (SPV) LIMITED
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name__________________________
By____________________________{circle}2
Director/Secretary
Name__________________________
THE CORPORATE SERVICES PROVIDER FOR THE MORTGAGES TRUSTEE
EXECUTED BY
MOURANT & CO. LIMITED
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name__________________________
By____________________________{circle}2
Director/Secretary
Name__________________________
THE AGENT BANK, A PRINCIPAL PAYING AGENT, A REGISTRAR, A TRANSFER AGENT, THE
ISSUER ACCOUNT BANK IN RELATION TO THE PREVIOUS ISSUERS, AND A NOTE DEPOSITORY
IN RELATION TO THE FIRST ISSUER
EXECUTED BY
CITIBANK, N.A.
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name__________________________
A US PAYING AGENT IN RELATION TO THE PREVIOUS ISSUERS
EXECUTED BY
CITIBANK, N.A.
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name__________________________
9
THE CURRENCY SWAP PROVIDER IN RELATION TO THE NOTES ISSUED BY THE FIRST ISSUER
EXECUTED BY
BANQUE AIG, LONDON BRANCH
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name__________________________
THE CURRENCY SWAP PROVIDER IN RELATION TO THE NOTES ISSUED BY THE SECOND ISSUER
EXECUTED BY
JPMORGAN CHASE BANK
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name__________________________
THE CURRENCY SWAP PROVIDER IN RELATION TO THE NOTES ISSUED BY THE THIRD ISSUER
EXECUTED BY
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name__________________________
By____________________________{circle}2
Director/Secretary
Name__________________________
10
THE CURRENCY SWAP PROVIDER IN RELATION TO THE NOTES ISSUED BY THE FOURTH ISSUER
EXECUTED BY
CDC IXIS CAPITAL MARKETS
AS ITS DEED AS FOLLOWS:
Signed for and on its behalf by one of its duly
authorised attorneys and by another of its duly
authorised attorneys By____________________________{circle}1
Attorney
Name
Signature
-------------------------------
Witness
Full name
-------------------------------
Occupation Solicitor
------------------------------
Address c/o Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
------------------------------
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
------------------------------
By____________________________{circle}2
Attorney
Name
Signature
-------------------------------
Witness
Full name
-------------------------------
Occupation Solicitor
------------------------------
Address c/o Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
------------------------------
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
------------------------------
THE CORPORATE SERVICES PROVIDER FOR THE PREVIOUS ISSUERS
EXECUTED BY
LAW DEBENTURE CORPORATE
SERVICES LIMITED
AS ITS DEED AS FOLLOWS: By____________________________{circle}1
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name__________________________
By____________________________{circle}2
Director/Secretary
Name__________________________
11
THE SHARE TRUSTEE
EXECUTED BY By____________________________{circle}1
THE LAW DEBENTURE INTERMEDIARY CORPORATION P.L.C Director
AS ITS DEED AS FOLLOWS:
Signed for and on its behalf by one of its directors
and by another of its directors/its secretary
Name__________________________
By____________________________{circle}2
Director/Secretary
Name__________________________
THE POST-ENFORCEMENT CALL OPTION HOLDER FOR THE PREVIOUS ISSUERS
EXECUTED BY By____________________________{circle}1
GPCH LIMITED for and on behalf of LDC Securitisation
AS ITS DEED AS FOLLOWS: Director No.1 Limited
Signed for and on its behalf by one of its directors and by another of its
directors/its secretary Name__________________________
By____________________________{circle}2
for and on behalf of LDC Securitisation
Director No.2 Limited
Name__________________________
HOLDINGS
EXECUTED BY By____________________________{circle}1
GRANITE FINANCE HOLDINGS LIMITED for and on behalf of LDC Securitisation
AS ITS DEED AS FOLLOWS: Director No.1 Limited
Signed for and on its behalf by one of its directors and by another of its
directors/its secretary Name__________________________
By____________________________{circle}2
for and on behalf of LDC Securitisation
Director No.2 Limited
Name__________________________
12
APPENDIX I
AMENDED AND RESTATED MASTER DEFINITIONS SCHEDULE
13
EXECUTION VERSION
GRANITE FINANCE TRUSTEES LIMITED
________________________________
FOURTH AMENDED AND RESTATED
MASTER DEFINITIONS SCHEDULE
DATED 27 JANUARY 2003
________________________________
SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
TELEPHONE ▇▇▇ ▇▇▇▇ ▇▇▇▇
FACSIMILE 020 7626 7937
RRF: 580782
FOURTH AMENDED AND RESTATED MASTER DEFINITIONS SCHEDULE
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
Master Definitions Schedule except so far as the context requires otherwise.
"1925 ACT" means the Law of Property ▇▇▇ ▇▇▇▇;
"ACCESSION UNDERTAKING" means a Deed of Accession;
"ACCOUNT BANK" means, in relation to the Mortgages Trustee or Funding, the bank
at which the Mortgages Trustee Bank Accounts or, in the case of Funding, the
Funding Bank Accounts are maintained from time to time, being (in the case of
the Mortgages Trustee) Lloyds TSB Bank plc, Jersey International Branch, ▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Channel Islands or (in the case of Funding)
Lloyds TSB Bank plc, City Office, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇ ▇▇▇ or (in either case) any other Authorised Entity appointed by the
Mortgages Trustee or Funding in accordance with the Transaction Documents;
"ACCRUED INTEREST" means, in respect of any Mortgage Loan as at any date (the
"RELEVANT DATE"), the aggregate of all interest accrued but not yet due and
payable on such Mortgage Loan from and including the Monthly Payment Date
immediately preceding the relevant date until (but excluding) the relevant date;
"ADMINISTRATION AGREEMENT" means the agreement entered into on or before the
Initial Closing Date, between the Administrator, the Mortgages Trustee, Funding,
the Seller and the Security Trustee pursuant to which the administrator agrees
to provide administration services to the Mortgages Trustee and the
Beneficiaries in relation to the Mortgage Loans and their Related Security
comprised in the Mortgage Portfolio as may be amended, restated, novated, varied
or supplemented from time to time and shall include any additional and/or
replacement administration agreement entered into by such parties from time to
time;
"ADMINISTRATION FEE" has the meaning given to it in Clause 13.1 (Administration
Fee) of the Administration Agreement;
"ADMINISTRATION FEE RATE" means 0.12% per annum (inclusive of VAT) on the amount
of the Funding Share of the Trust Property as determined on that Distribution
Date in respect of the then current Trust Calculation Period, but only to the
extent that the Mortgages Trustee has sufficient funds available to pay such
amount in accordance with the Mortgages Trustee Revenue Priority of Payments or,
at any time when the Administrator is not Northern Rock, such other amount as
set between such substitute administrator and the Mortgages Trustee from time to
time;
"ADMINISTRATION PROCEDURES" means the administration, arrears and enforcement
policies and procedures forming part of the Seller's Policy from time to time
or, at any time when the Administrator is not also the Seller, the policies and
procedures from time to time which would be adopted by a reasonable, prudent
mortgage lender and, in either case, shall include the services set out in
Schedule 1 to the Administration Agreement;
2
"ADMINISTRATOR" means Northern Rock or such other person as may from time to
time be appointed as administrator of the Mortgage Portfolio pursuant to the
Administration Agreement;
"ADMINISTRATOR TERMINATION EVENT" means any of the events specified in Clause 19
(Termination) of the Administration Agreement;
"ALTERNATIVE INSURANCE REQUIREMENTS" means the Seller's standard document
entitled Alternative Insurance Requirements, and any other document containing
similar recommendations or requirements which is sent to Borrowers in accordance
with the Administration Procedures;
"ARREARS OF INTEREST" means as at any date and in relation to any Mortgage Loan,
interest (other than Capitalised Interest or Accrued Interest) on such Mortgage
Loan which is currently due and payable on such date;
"ASSET TRIGGER EVENT" means the event that occurs when an amount is debited to
the Class A Principal Deficiency Sub Ledger established for any Issuer with
respect to the Class A Notes of that Issuer;
"ASSIGNMENT DATE" means the date of assignment of any New Mortgage Portfolio to
the Mortgages Trustee in accordance with Clause 4 (Sale and Purchase of New
Mortgage Portfolios) of the Mortgage Sale Agreement;
"ASSIGNMENT OF INSURANCE CONTRACTS" means an assignment to the Mortgages Trustee
of the Seller's right, title, benefit and interest in the Insurance Contracts
substantially in the form set out in Schedule 3 (Assignment of Insurance
Contracts) to the Mortgage Sale Agreement;
"AUDITORS" or "AUDITORS" means PricewaterhouseCoopers of ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ 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) Funding or
(in the case of any Issuer) the relevant Issuer and appointed by the Mortgages
Trustee, Funding or, as the case may be, the relevant Issuer;
"AUTHORISED ENTITY" means (a) any entity the short term and secured,
unsubordinated, and unguaranteed debt of which is rated at least A-1+ by S&P,
P-1 by ▇▇▇▇▇'▇ and F1+ by Fitch or (b) any other entity approved in writing by
the Security Trustee and the Rating Agencies, in each case being an institution
authorised to carry on banking business (including accepting deposits) under the
Banking ▇▇▇ ▇▇▇▇;
"AUTHORISED INSTITUTION" means an institution authorised to take deposits under
the Financial Services and Markets ▇▇▇ ▇▇▇▇;
"AUTHORISED INVESTMENTS" means:
(a) sterling gilt-edged securities; and
(b) sterling demand or time deposits, certificates of deposit and short-term
debt obligations (including commercial paper) (which may include deposits
into any account which earns a rate of interest related to LIBOR) provided
that in all cases such investments have a maturity date of 90 days or less
and mature on or before the next following Payment Date or, in relation to
any Mortgages Trustee Bank Account, the next following Distribution Date,
and the short-term unsecured, unguaranteed and unsubordinated debt
obligations of the issuing or guaranteeing entity or the entity with which
the demand or time deposits are made (being an authorised institution
under the Financial Services and Markets Act 2000) are rated at least
equal to A-1+ by S&P, P-1 by ▇▇▇▇▇'▇ and F1+ by Fitch or which are
otherwise acceptable to the Rating Agencies (if they are notified in
advance) to maintain the then-current rating of the Notes;
3
"AUTHORISED SIGNATORY" means in relation to:
(a) any Issuer, any authorised signatory referred to in the relevant Issuer
Account Mandates;
(b) the Mortgages Trustee, any authorised signatory referred to in the
Mortgages Trustee Account Mandates; and
(c) Funding, any authorised signatory referred to in the Funding Account
Mandates;
"AUTHORISED THIRD PARTY" means any Person appointed by the Security Trustee
pursuant to the terms of Schedule 4 of the Administration Agreement and whom the
Rating Agencies have previously confirmed in writing to Funding and the Security
Trustee will not cause the then current ratings of the relevant Issuer's Notes
to be downgraded, withdrawn or qualified provided that if the responsibilities
that such appointed Person will assume include setting the interest rate
applicable to any Mortgage Loan, such Person must be a lender in the UK
residential mortgage market;
"AUTHORISED UNDERPAYMENT" means a Borrower Underpayment in respect of a Flexible
Mortgage Loan which is funded by, and does not exceed the amount of any,
Overpayments previously made by the Borrower in respect of such Flexible
Mortgage Loan or is otherwise permitted by the Seller in accordance with the
relevant Mortgage Conditions;
"BACK-UP FUNCTIONS" has the meaning specified in Schedule 4 (Authorised Third
Party) to the Administration Agreement;
"BACK-UP TRIGGER EVENT" means any of the following circumstances:
(i) failure by the Seller to comply with any of its obligations under the
Mortgage Sale Agreement;
(ii) a Completion Event and any circumstances in connection therewith; or
(iii) an Administrator Termination Event and any circumstances in connection
therewith;
"BACS" means the Bankers' Automated Clearing System as amended or supplemented
from time to time or any scheme replacing the same;
"BACS AMOUNTS" means the amounts to be received by the Collection Banks from
Borrowers whether under the Direct Debiting Scheme or otherwise and to be
credited by the Collection Banks to the Collection Accounts on each Monthly
Payment Date, which each Collection Bank shall credit to the relevant Collection
Account;
"BANK ACCOUNT AGREEMENT" means the agreement entered into on or about the
Initial Closing Date between the Account Banks, the Mortgages Trustee, Funding
and the Security Trustee which governs the operation of the Mortgages Trustee
Bank Accounts and the Funding Bank Accounts other than the Funding (Issuer) GIC
Accounts, as has been and may be amended, restated, novated, varied or
supplemented from time to time and shall include any additional and/or
replacement bank account agreement entered into by such parties from time to
time;
4
"BANK OF ENGLAND BASE RATE" means the Bank of England's official dealing rate
(the repo rate) as set by the UK Monetary Policy Committee and in the event that
such rate ceases to exist or becomes inappropriate as an index for the Base Rate
Pledge such alternative rate or index, not controlled by the Seller, that the
Seller considers to be the most appropriate in the circumstances;
"BARCLAYS" means Barclays Bank PLC;
"BARCLAYS COLLECTION ACCOUNT" means the account in the name of Northern Rock as
Administrator (sort code 20/59/42, account number ▇▇▇▇▇▇▇▇) held with Barclays
Bank PLC and maintained subject to the Collection Bank Agreement and/or such
other accounts of Northern Rock held with Barclays Bank PLC as may be utilised
from time to time for the purpose of collecting sums due to Northern Rock in
respect of the Mortgage Loans;
"BASE RATE PLEDGE" means the guarantee of the Seller that where Mortgage Loans
are eligible to be charged at or based on the Standard Variable Rate (including
Fixed Rate Mortgage Loans upon conversion from a Fixed Rate to the Standard
Variable Rate) and they are within the Base Rate Pledge Period, the actual
variable gross interest rate charged on such Mortgage Loans will be the lower of
the following two rates:
(a) the Standard Variable Rate; or
(b) the Bank of England base rate plus a margin which is determined by the
Seller;
such variable gross interest rate to be applied as necessary within one month of
a change in the Bank of England base rate;
"BASE RATE PLEDGE PERIOD" means, in relation to any Mortgage Loan having the
benefit of the Base Rate Pledge, the period if any during which the Borrower may
be subject to an Early Repayment Charge;
"BASIS RATE SWAP" means, in relation to the First Issuer, the First Issuer Basis
Rate Swap and for any other Issuer, the swap transaction documented under the
Basis Rate Swap Agreement for such Issuer;
"BASIS RATE SWAP AGREEMENT" means, in relation to the First Issuer, the First
Issuer Basis Rate Swap Agreement and for any other Issuer, the ISDA Master
Agreement, Schedule and Confirmation thereto entered into among such Issuer, the
Basis Rate Swap Provider and the Note Trustee, as may be amended, restated,
novated, varied or supplemented from time to time and shall include any
additional and/or replacement basis rate swap agreement entered into by such
Issuer from time to time in connection with the Notes issued by such Issuer;
"BASIS RATE SWAP PROVIDER" means in relation to the First Issuer, the First
Issuer Basis Rate Swap Provider and for any other Issuer the basis rate swap
provider for such Issuer appointed from time to time in accordance with the
relevant Issuer Transaction Documents;
"BASIS RATE SWAP PROVIDER DEFAULT" means the occurrence of an Event of Default
or a Downgrade Termination Event (as defined in the relevant Basis Rate Swap
Agreement) under a Basis Rate Swap Agreement where the Basis Rate Swap Provider
is the Defaulting Party or the Affected Party (as defined in the relevant Basis
Rate Swap Agreement);
"BENEFICIARIES" means both Funding and the Seller together, as beneficiaries of
the Mortgages Trust and "BENEFICIARY" means either of them;
5
"BLOCK BUILDINGS POLICY" means the block buildings insurance policies listed in
paragraph 2 of Schedule 4 (Insurance Contracts) to the Mortgage Sale Agreement
and any endorsements or extensions thereto as issued from time to time and any
additional, replacement or substitute block insurance policy which relates to
Mortgage Loans in the Mortgages Trust from time to time;
"BORROWER" means, in relation to each Mortgage Loan, the person or persons who
is or are named and defined as such in the relevant Mortgage Deed or such other
person or persons (other than a guarantor) who shall become legally obligated to
comply with such Borrower's obligations under the related Mortgage Loan;
"BORROWER UNDERPAYMENT" means a situation where a Borrower makes a Monthly
Payment on its Mortgage Loan which is less than the required Monthly Payment for
that month;
"BUILDINGS POLICIES" means
(a) all buildings insurance policies relating to freehold Mortgaged Properties
which have been taken out in the name of the relevant Borrower or in the
name of the Borrower and the Seller or in the name of the Borrower with
the Seller's interest noted, in accordance with the applicable Mortgage
Conditions or the Alternative Insurance Requirements, including, without
limitation, the Block Buildings Policy; and
(b) all landlord's buildings insurance policies relating to leasehold
Mortgaged Properties;
"BUSINESS DAY" means, in relation to the First Issuer Notes and the First Issuer
Intercompany Loan, a day that is a London Business Day and a New York Business
Day;
"CAPITAL BALANCE" means, in relation to any Mortgage Loan at any date, the
principal balance of that Mortgage Loan to which the Seller applies the relevant
interest rate at which interest on each Mortgage Loan applies;
"CAPITAL PAYMENT" means a Monthly Payment made by a Borrower under a Mortgage
Loan (other than a Flexible Mortgage Loan) that is greater by
{pound-sterling}200 or more than the amount due for that month, and in respect
of which the Borrower has notified the Seller that such overpayment is intended
to reduce the Capital Balance of the related Mortgage Loan;
"CAPITALISED ARREARS" means, in relation to any Mortgage Loan at any date,
interest or other amounts which are overdue in respect of such Mortgage Loan and
which as at such date have been added to the Capital Balance of such Mortgage
Loan either in accordance with the Mortgage Conditions or otherwise by
arrangement with the relevant Borrower;
"CAPITALISED INTEREST" means, in relation to any Mortgage Loan at any date,
interest which is overdue in respect of such Mortgage Loan and which as at such
date has been added to the Capital Balance of such Mortgage Loan in accordance
with the Mortgage Conditions or otherwise by arrangement with the relevant
Borrower (excluding for the avoidance of doubt any Arrears of Interest which
have not been so capitalised on such date);
"CASH" means cash and/or amounts standing to the credit of a bank account, as
the context shall require;
"CASHBACK" means, in relation to any Mortgage Loan, the agreement by the Seller
to pay an amount to the relevant Borrower upon completion of the relevant
Mortgage Loan;
6
"CASH MANAGEMENT AGREEMENT" means the cash management agreement entered into on
or before the Initial Closing Date between the Cash Manager, the Mortgages
Trustee, Funding and the Security Trustee as may be amended, restated, novated,
varied or supplemented from time to time and shall include any additional and/or
replacement cash management agreement entered into by such parties from time to
time in accordance with the Transaction Documents;
"CASH MANAGEMENT SERVICES" means, in relation to the any Issuer, the services to
be provided to such Issuer and the Note Trustee pursuant to the Issuer Cash
Management Agreement and in relation to the Mortgages Trustee and Funding, the
services to be provided to the Mortgages Trustee and Funding pursuant to the
Cash Management Agreement;
"CASH MANAGER" means Northern Rock or such other person or persons for the time
being acting, pursuant to the Cash Management Agreement, as agent for the
Mortgages Trustee, Funding and (following enforcement of the Funding Security)
the Security Trustee for the purposes of, inter alia, managing all cash
transactions and maintaining certain ledgers on behalf of the Mortgages Trustee,
Funding and (following enforcement of the Funding Security) the Security
Trustee;
"CASH MANAGER TERMINATION EVENT" has the meaning given in Clause 12.1
(Termination) of the Cash Management Agreement;
"CASH RE-DRAW" means a cash payment granted and made by the Seller in accordance
with the Mortgage Conditions at the request of a Borrower after such Borrower
has made an Overpayment in respect of any Flexible Mortgage Loan but only to the
extent of the Overpayment so made. The Seller is solely responsible for funding
any such Cash Re-draw;
"CASH RE-DRAW AMOUNT" means, in relation to any Cash Re-Draw, the amount of
monies advanced by the Seller to the relevant Borrower in respect of such Cash
Re-Draw;
"CASH RE-DRAWS SUB LEDGER" means the sub-ledger of the Re-Draws Ledger, which
will be established by the Cash Manager on the Initial Closing Date in order to
record any Cash Re-Draws made on Flexible Mortgage Loans in the Trust Property;
"CLASS A NOTES" means, in relation to the First Issuer, the Series 1 Class A
Notes and the Series 2 Class A Notes or any of them as the context may require
and, in relation to any New Issuer, the Class A Notes as defined in the relevant
Issuer Master Definitions Schedule;
"CLASS A PRINCIPAL DEFICIENCY SUB LEDGER" means, in relation to any Issuer, the
sub-ledger of the Issuer Principal Deficiency Ledger of such Issuer
corresponding to the Class A Notes issued by such Issuer;
"CLASS B NOTES" means, in relation to the First Issuer, the Series 1 Class B
Notes and the Series 2 Class B Notes or any of them as the context may require
and, in relation to any New Issuer, the Class B Notes as defined in the relevant
Issuer Master Definitions Schedule;
"CLASS B PRINCIPAL DEFICIENCY SUB LEDGER" means, in relation to any Issuer, the
sub-ledger of the Issuer Principal Deficiency Ledger of such Issuer
corresponding to the Class B Notes issued by such Issuer;
"CLASS C NOTES" means, in relation to the First Issuer, the Series 1 Class C
Notes and the Series 2 Class C Notes or any of them as the context may require
and, in relation to any New Issuer, the Class C Notes as defined in the relevant
Issuer Master Definitions Schedule;
7
"CLASS C PRINCIPAL DEFICIENCY SUB LEDGER" means, in relation to any Issuer, the
sub-ledger of the Issuer Principal Deficiency Ledger of such Issuer
corresponding to the Class C Notes issued by such Issuer;
"CLASS D NOTES" means, in relation to the Second Issuer, the Series 2 Class D
Notes and in relation to any New Issuer, the Class D Notes as defined in the
Issuer Master Definitions Schedule relating to that New Issuer;
"CLEARSTREAM, LUXEMBOURG" means Clearstream Banking, societe anonyme;
"CLOSING DATE" means, in relation to the First Issuer, the Initial Closing Date
and, in relation to any New Issuer, the date of any issue of New Notes by a New
Issuer;
"CLOSING TRUST PROPERTY" means the Initial Mortgage Portfolio assigned by the
Seller to the Mortgages Trustee on the Initial Closing Date;
"COLLECTION ACCOUNT" means the Barclays Collection Account, the Lloyds TSB
Collection Account and any other account in the name of Northern Rock which is
from time to time used for the purpose of collecting, directly or indirectly,
monies due in respect of Mortgage Loans and/or the Related Security;
"COLLECTION BANK" means any of Barclays, acting through its branch at ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ and Lloyds TSB acting through its branch at
City Office, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ and/or such
other banks as may be appointed from time to time under and in accordance with
the Transaction Documents;
"COLLECTION BANK AGREEMENT" means the collection bank agreement entered into on
or about the Initial Closing Date between the Collection Banks, Mortgages
Trustee, Funding, the Seller and the Administrator as may be amended, restated,
novated, varied or supplemented from time to time and shall include any
additional and/or replacement collection bank agreement entered into by such
parties from time to time in accordance with the Transaction Documents;
"COMBINED CREDIT BALANCE" means the average cleared credit balance of certain
accounts of the Borrower held with the Seller which, pursuant to the Together
Connection Conditions, are required to be deducted from, among other things, the
balance of the Together Connections Mortgage Loan in calculating the Together
Connections Benefit;
"COMBINED DEBIT BALANCE" means the aggregate of the outstanding balances of:
(a) a Borrower's Together Connections Mortgage Loan; and
(b) certain other products held with the Seller,
from which the Combined Credit Balance is deducted in calculating the Together
Connections Benefit;
"COMMON DEPOSITARY" means Citibank, N.A., in its capacity as common depositary
for Euroclear and Clearstream, Luxembourg, in relation to the First Issuer
Notes, the CDIs (as defined in the Issuer Master Definitions Schedule relating
to the First Issuer) and, in relation to any New Notes, the Reg S Global Note
Certificates;
"COMPLETION EVENT" means a Perfection Event;
8
"CONNECTION INTEREST RATE" means the rate or rates of interest which are
applicable to, amongst other things, a Together Connections Mortgage Loan and is
calculated in accordance with the Together Connection Conditions;
"CONDITIONS" or "TERMS AND CONDITIONS" means in relation to any Notes issued by
any Issuer, the terms and conditions to be endorsed on such Notes in the form or
substantially in the form scheduled to the Trust Deed entered into by such
Issuer with the Note Trustee and others, as any of the same may from time to
time be amended, varied or restated in accordance with the provisions of such
Trust Deed, and any reference to a numbered Condition shall be construed
accordingly;
"CONTINGENCY INSURANCE POLICY" means the contingency insurance policy identified
in paragraph 2(d) of Schedule 4 (Insurance Contracts) to the Mortgage Sale
Agreement and any endorsements or extensions thereto as issued from time to time
and any additional, replacement or substitute contingency insurance policy which
relates to Mortgage Loans in the Mortgages Trust from time to time;
"CONTRIBUTIONS" means the consideration in the form of cash provided to the
Mortgages Trustee by any Beneficiary in respect of the share of such Beneficiary
in the Trust Property under the Mortgages Trust Deed, being any of an Initial
Contribution, a Further Contribution or a Deferred Contribution;
"CONTRIBUTIONS LEDGER" means the ledger created to record (i) the making by
Funding to the Mortgages Trustee of Contributions to the Mortgages Trust
pursuant to the Mortgages Trust Deed (ii) the making by the Seller to the
Mortgages Trustee of Contributions to the Mortgages Trust pursuant to the
Mortgages Trust Deed (iii) the payment by the Mortgages Trustee to the Seller of
either (a) amounts of Initial Purchase Price for the sale of any New Mortgage
Portfolio which is acquired by the Mortgages Trustee from the Seller under the
provisions of Mortgage Sale Agreement (b) amounts of Deferred Purchase Price in
accordance with the Mortgage Sale Agreement and (iv) the payment by the
Mortgages Trustee to the Seller of any Special Distribution in accordance with
the Mortgages Trust Deed;
"CONTROLLED AMORTISATION AMOUNT" means on any Payment Date prior to the
occurrence of a Trigger Event or enforcement of the Issuer Security:
(a) in relation to any Note or class of Notes issued by an Issuer which is a
Controlled Amortisation Note, the maximum aggregate principal amount which
may be repaid by such Issuer to the relevant Noteholder or Noteholders of
such class on such Payment Date in accordance with the relevant Conditions
and the Issuer Cash Management Agreement of such Issuer; or
(b) in relation to the Intercompany Loan of any Issuer, the maximum aggregate
principal amount which may be repaid by Funding to such Issuer in respect
of such Intercompany Loan on such Payment Date (which will be equal to the
aggregate of the Controlled Amortisation Amounts due on such Payment Date
under the Notes issued by such Issuer);
"CONTROLLED AMORTISATION NOTE" means any Note issued by an Issuer pursuant to
which prior to the occurrence of a Trigger Event or enforcement of the Issuer
Security, the Conditions of such Note impose a limit on the amount of principal
which may be repaid by such Issuer to the relevant Noteholder in respect of such
Note on any Payment Date ;
"CORPORATE SERVICES AGREEMENT" means
9
(a) in relation to any Issuer, the corporate services agreement entered into
on or before the Closing Date of the issue of the relevant Notes among,
inter alios, the relevant Corporate Services Provider, Holdings, the
Post-Enforcement Call Option Holder and such Issuer, for the provision by
the Corporate Services Provider of certain corporate services, and
(b) in relation to the Mortgages Trustee or Funding, the corporate services
agreement entered into on or before the Initial Closing Date between the
relevant Corporate Services Provider and the Mortgages Trustee or Funding
(as the case may be) for the provision by the relevant Corporate Services
Provider of certain corporate services with respect to the Mortgages
Trustee or Funding,
in each case as it has been and may be amended, restated, novated, varied or
supplemented from time to time and shall include any additional and/or
replacement corporate services agreements entered into by such parties from time
to time in accordance with the Transaction Documents;
"CORPORATE SERVICES PROVIDER" means in relation to any Issuer, Law Debenture
Corporate Services Limited, in relation to Funding, Mourant & Co. Capital (SPV)
Limited, and in relation to the Mortgages Trustee, Mourant & Co. Limited, or any
other person or persons for the time being acting as corporate services provider
under the relevant Corporate Services Agreement;
"CPR" means, unless otherwise defined in the text of the relevant Transaction
Document, the constant rate of scheduled and unscheduled repayments on the
Mortgage Loans in the Mortgage Portfolio each month relative to the aggregate
principal amount outstanding of such Mortgage Loans;
"CURRENCY SWAP AGREEMENT" means, for any Issuer, the ISDA Master Agreement(s),
Schedule(s) and Confirmation(s) thereto entered into among such Issuer, the
relevant Currency Swap Provider and the Note Trustee, as may be amended,
restated, novated, varied or supplemented from time to time and shall include
any additional and/or replacement currency swap agreement entered into by such
Issuer from time to time in connection with the Notes issued by such Issuer;
"CURRENCY SWAP PROVIDER" means in relation to any Issuer the swap counterparty
to such Issuer under any relevant Currency Swap Agreement of such Issuer;
"CURRENCY SWAP PROVIDER DEFAULT" means the occurrence of an Event of Default or
a Downgrade Termination Event (as defined in the relevant Currency Swap
Agreement) under a Currency Swap Agreement where the Currency Swap Provider is
the Defaulting Party or the Affected Party (as defined in the relevant Currency
Swap Agreement);
10
"CURRENT BALANCE" means in relation to any Mortgage Loan as at any given date,
the aggregate (but avoiding double counting) of (i) the original principal
amount advanced to the relevant Borrower and any Further Advances on or before
the given date to the relevant Borrower secured or intended to be secured by the
related Mortgage; and (ii) the amount of any Re-Draw under any Flexible Mortgage
Loan secured or intended to be secured by the related Mortgage; and (iii) any
interest, disbursement, legal expense, fee, charge, rent, service charge,
premium or payment which has been properly capitalised in accordance with the
relevant Mortgage Conditions or with the relevant Borrower's consent and added
to the amounts secured or intended to be secured by such Mortgage Loan
(including interest capitalised on any Re-Draw under a Flexible Mortgage Loan);
(iv) any other amount (other than unpaid interest) which is due or accrued
(whether or not due) and which has not been paid by the relevant Borrower and
has not been capitalised in accordance with the relevant Mortgage Conditions or
with the relevant Borrower's consent but which is secured or intended to be
secured by that Mortgage Loan, as at the end of the London Business Day
immediately preceding that given date less any repayment or payment of any of
the foregoing made on or before the end of the London Business Day immediately
preceding that given date and excluding any retentions made but not released and
any Further Advances committed to be made but not made by the end of the London
Business Day immediately preceding that given date;
"CURRENT FUNDING SHARE" means the amount of Trust Property beneficially owned by
Funding from time to time, as determined in accordance with Clause 8 (Adjustment
of Funding Share Percentage and Seller Share Percentage) of the Mortgages Trust
Deed;
"CURRENT FUNDING SHARE PERCENTAGE" means the percentage share of Funding in the
Trust Property from time to time, as determined in accordance with Clause 8
(Adjustment of Funding Share Percentage and Seller Share Percentage) of the
Mortgages Trust Deed;
"CURRENT SELLER SHARE" means the amount of Trust Property beneficially owned by
the Seller from time to time, as determined in accordance with Clause 8
(Adjustment of Funding Share Percentage and Seller Share Percentage) of the
Mortgages Trust Deed;
"CURRENT SELLER SHARE PERCENTAGE" means the percentage share of the Seller in
the Trust Property from time to time as determined in accordance with Clause 8
(Adjustment of Funding Share Percentage and Seller Share Percentage) of the
Mortgages Trust Deed;
"DEED OF ACCESSION" means a deed executed by, inter alios, Funding, the Security
Trustee and the Note Trustee and any New Funding Secured Creditor in the form
set out in Schedule 2 to the Funding Deed of Charge or, any other form of deed
as agreed between the parties;
"DEED OF CONSENT" means a deed whereby a person in or intended to be in
occupation of a Mortgaged Property agrees with the Seller to postpone his or her
interest (if any) in the Mortgaged Property so that it ranks after the interest
of the Seller created by the relevant Mortgage;
"DEED OF POSTPONEMENT" means a deed whereby a mortgagee of a Mortgaged Property
agrees with the Seller to postpone its mortgage over the Mortgaged Property so
that the sums secured by it will rank for repayment after the sums secured by
the relevant Mortgage;
11
"DEFERRED CONTRIBUTION" means the consideration in the form of cash payable by
Funding to the Mortgages Trustee from time to time in respect of the Funding
Share of the Trust Property pursuant to and in accordance with the Mortgages
Trust Deed and/or the Funding Deed of Charge including, for the avoidance of
doubt, Final Deferred Contribution (which Contribution will fund the payment to
the Seller by the Mortgages Trustee of amounts of Deferred Purchase Price
payable by the Mortgages Trustee to the Seller from time to time pursuant to and
in accordance with the Mortgage Sale Agreement);
"DEFERRED PURCHASE PRICE" means that portion of the Purchase Price for the sale
and assignment of the Initial Mortgage Portfolio or of any New Mortgage
Portfolio assigned to the Mortgages Trustee which is not paid to the Seller on
the Initial Closing Date or, in the case of any New Mortgage Portfolio, on the
relevant Assignment Date and which is to be paid by the Mortgages Trustee to the
Seller from time to time from Deferred Contributions received by the Mortgages
Trustee from Funding and otherwise in accordance with the Mortgage Sale
Agreement;
"DIRECT DEBIT" means a payment made pursuant to the Direct Debiting Scheme;
"DIRECT DEBITING SCHEME" means the scheme for the manual or automated debiting
of bank accounts operated in accordance with the detailed rules of certain
members of the Association for Payment Clearing Services;
"DISTRIBUTION DATE" means the London Business Day as determined by the Cash
Manager falling no later than 6 Business Days after each Trust Determination
Date;
"DISTRIBUTION PERIOD" means the period from, and including, a Distribution Date
to, but excluding, the next following Distribution Date or, in relation to the
first Distribution Period, the period from and including the relevant Closing
Date to, but excluding, the first Distribution Date;
"DRAWDOWN DATE" means, in respect of the First Issuer Intercompany Loan, the
Initial Closing Date, and in respect of any New Intercompany Loan, the date on
which such New Intercompany Loan is made to Funding by any New Issuer;
"DRAWDOWN NOTICE" means, in respect of an Intercompany Loan, a notice delivered
by Funding to the relevant Issuer and the Security Trustee requesting a drawing
under that Intercompany Loan Agreement;
"DTC" means The Depository Trust Company;
"EARLY REPAYMENT CHARGE" means any charge or fee which the Mortgage Conditions
applicable to a Mortgage Loan require the relevant Borrower to pay in the event
that all or part of that Mortgage Loan is repaid before a certain date,
including without limitation repayment of any "cashback";
"EARLY REPAYMENT CHARGE RECEIPTS" means an amount equal to sums received by the
Mortgages Trustee from time to time in respect of Early Repayment Charges;
"ENCUMBRANCE" has the same meaning as "SECURITY INTEREST";
"ENFORCEMENT PROCEDURES" means the procedures for the enforcement of Mortgages
undertaken by the Administrator from time to time in accordance with the
Administration Procedures;
"EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear System;
"EVENT OF DEFAULT" means, as the context requires, any of the following:
12
(a) in relation to the First Issuer Notes, a First Issuer Note Event of
Default;
(b) in relation to the New Notes issued by any New Issuer, a Note Event of
Default pursuant to the Terms and Conditions of such New Notes;
(c) in relation to the First Intercompany Loan Agreement, a First Issuer
Intercompany Loan Event of Default; or
(d) in relation to any New Intercompany Loan Agreement, the occurrence of an
event of default pursuant to the Intercompany Loan Terms and Conditions of
such New Issuer;
"EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as
amended;
"EXISTING BORROWER'S RE-FIX RATE" means at any date the fixed rate then being
offered to those of the Seller's existing Borrowers who at that date are seeking
to fix the rate of interest payable under their existing Fixed Rate Mortgage
Loan with the Seller for the applicable period;
"FINAL DEFERRED CONTRIBUTION" has the meaning given to it in the Mortgages Trust
Deed;
"FINAL REPAYMENT DATE" means, in respect of the First Issuer Intercompany Loan,
the Payment Date falling in January, 2041 and in relation to any New
Intercompany Loan the date specified under the relevant Issuer Transaction
Documents and as defined in the relevant Issuer Master Definitions Schedule;
"FINANCIAL PERIOD" means a Financial Year or any other period in respect of
which accounts are required to be prepared and certified by the auditors of the
relevant company to enable it to comply with all relevant legal and accounting
requirements and all requirements of any stock exchange on which any securities
of the company are listed;
"FIRST ISSUER" means Granite Mortgages 01-1 plc;
"FIRST ISSUER LIQUIDITY REQUIRED AMOUNT" means an amount as of any Payment Date
equal to the excess, if any, of 3% of the aggregate outstanding balance of the
Notes on that Payment Date over amounts standing to the credit of the Issuer
Reserve Fund on that Payment Date;
"FITCH" means Fitch Ratings Limited and includes any successor to its ratings
business;
"FIXED RATE MORTGAGE LOAN" means a Mortgage Loan which is subject to a fixed
rate of interest set by reference to a predetermined rate or series of rates for
a fixed period or periods;
"FIXED RATE PERIOD" means, in relation to any Fixed Rate Mortgage Loan or other
Mortgage Loan offered with a Fixed Rate, the period agreed between the Borrower
and the Seller or Administrator (as applicable) as set out under the terms and
conditions of such Mortgage Loan during which the interest rate applicable to
such Mortgage Loan will remain fixed;
"FLEXIBLE CASH RE-DRAW CAPACITY" has the meaning given to it in Clause 9.2
(Fluctuation of Minimum Seller Share on Distribution Date) of the Mortgages
Trust Deed;
"FLEXIBLE MORTGAGE LOAN" means a type of Mortgage Loan product that typically
incorporates features that give the Borrower options (which may be subject to
certain conditions) to, among other things, make further drawings on the
mortgage loan account and/or to overpay or underpay interest and principal in a
given month and/or to take a Payment Holiday;
13
"FLEXIBLE OVERPAYMENTS SUB LEDGER" means the sub-ledger of the Overpayments
Ledger which will be established by the Cash Manager on the Initial Closing Date
in order to record any Overpayments made on Flexible Mortgage Loans;
"FUNDING" means Granite Finance Funding Limited, a company incorporated with
limited liability in Jersey, registered number 79308;
"FUNDING AVAILABLE PRINCIPAL RECEIPTS" in respect of any Payment Date will be
calculated by the Cash Manager or otherwise on behalf of Funding (or, following
enforcement of the Funding Security, the Security Trustee) on the Distribution
Date immediately preceding such Payment Date and will be an amount equal to the
sum of all Funding Principal Receipts received by Funding from the Mortgages
Trustee during the Interest Period ending on the relevant Payment Date; provided
that, subject as otherwise provided in the Transaction Documents, for the
purpose only of determining the amount of Funding Available Principal Receipts
which may be allocated and paid to any Issuer (but not to any other Issuer)
following an enforcement of the Issuer Security relating to that Issuer, it may
also include (i) the aggregate of any amounts standing to the credit of the
Issuer Liquidity Reserve Ledger, if any, and the Issuer Reserve Fund Ledger of
such 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 (ii) in certain circumstances (as described in the rules set out in
the Funding Pre-Enforcement Revenue Priority of Payments in Part I of Schedule 3
of the Funding Deed of Charge) that Issuer's portion of any Shared Issuer
Principal Receipts for the relevant Payment Date;
"FUNDING AVAILABLE REVENUE RECEIPTS" in respect of any Payment Date will be
calculated by the Cash Manager on the Distribution Date immediately preceding
such Payment Date and will be an amount equal to the sum of:
(1) all Mortgages Trustee Available Revenue Receipts distributed to Funding
during the Interest Period ending on the relevant Payment Date;
(2) other net income of Funding including all amounts of interest received on
the Funding GIC Account and the Funding Transaction Account, and/or all
income from Authorised Investments, in each case to be received on or
prior to the relevant Payment Date; and
(3) the amount standing to the credit of the Funding Reserve Ledger,
PROVIDED THAT for the purpose only of the payments to be made to any Issuer on
the relevant Payment Date in respect of the Intercompany Loan made by that
Issuer (but not for the purpose of any other payment to be made by Funding on
the relevant Payment Date including any payment in respect of any other
Intercompany Loan made by any other Issuer), it shall also include the sum of:
(4) the amount standing to the credit of the Issuer Reserve Fund Ledger in
respect of such Issuer (but not in respect of any other Issuer), subject
to any limits or conditions on the purposes for which that reserve may be
utilised as set out in the Funding Deed of Charge; and
(5) the amount standing to the credit of the Issuer Liquidity Reserve Ledger,
if any, in respect of such Issuer (but not in respect of any other
Issuer), subject to any limits or conditions on the purposes for which
that reserve may be utilised as set out in the Funding Deed of Charge.
14
"FUNDING BANK ACCOUNTS" means the Funding GIC Account, the Funding Transaction
Account and the Funding (First Issuer) GIC Account and each other Funding
(Issuer) GIC Account established after the Initial Closing Date and each such
additional or replacement account in the name of Funding that may be opened with
the prior approval of the Security Trustee after the Initial Closing Date;
"FUNDING CHARGED PROPERTY" means the property, assets and undertakings of
Funding which from time to time are or are expressed to be mortgaged, charged,
assigned, pledged or otherwise encumbered to, or in favour of the Security
Trustee for itself and for the Funding Secured Creditors under the Funding Deed
of Charge or any other Funding Transaction Document;
"FUNDING DEED OF CHARGE" means the deed of charge entered into on or about the
Initial Closing Date between Funding, the Security Trustee, the First Issuer,
the Corporate Services Provider, the Account Bank, the Funding GIC Provider, the
Mortgages Trustee, the Start-up Loan Provider and the Cash Manager and the
Schedules thereto and each Deed of Accession or Accession Undertaking entered
into in connection therewith as may be amended, restated, novated, varied or
supplemented from time to time;
"FUNDING (FIRST ISSUER) BANK ACCOUNT AGREEMENT" means the agreement entered into
on or about the Initial Closing Date between Funding, the Cash Manager, the
Security Trustee and the Account Bank which governs the operation of the Funding
(First Issuer) GIC Account as may be amended, restated, novated, varied or
supplemented from time to time and shall include any additional and/or
replacement Funding (first issuer) bank account agreement entered into by such
parties from time to time in accordance with the Transaction Documents;
"FUNDING (FIRST ISSUER) GIC ACCOUNT" the account in the name of Funding (sort
code 30-15-57, account number ▇▇▇▇▇▇▇▇, reference: GRANITE011GI) held at the
Account Bank and maintained subject to the terms of the Funding (First Issuer)
Guaranteed Investment Contract, the Funding (First Issuer) Bank Account
Agreement and the Funding Deed of Charge or such additional or replacement
account as may for the time being be in place with the prior consent of the
Security Trustee;
"FUNDING (FIRST ISSUER) GIC ACCOUNT MANDATE" means the resolutions, instructions
and signature authorities relating to the Funding (First Issuer) GIC Account
substantially in the form set out in Schedule 1 to the Funding (First Issuer)
Bank Account Agreement;
"FUNDING (FIRST ISSUER) GUARANTEED INVESTMENT CONTRACT" means the guaranteed
investment contract entered into on or about the Initial Closing Date between
Funding, the Funding GIC Provider, the Security Trustee and the Cash Manager
under which the Funding GIC Provider agrees to pay Funding a guaranteed rate of
interest on the balance from time to time of the Funding (First Issuer) GIC
Account, as may be amended, restated, novated, varied or supplemented from time
to time and shall include any additional and/or replacement guaranteed
investment contract entered into by Funding from time to time in accordance with
the Transaction Documents;
"FUNDING (ISSUER) BANK ACCOUNT AGREEMENT" means, in relation to any Issuer, the
agreement entered into on or about the relevant Closing Date between Funding,
the Cash Manager, the Security Trustee and the Account Bank which governs the
operation of the Funding (Issuer) GIC Account and shall include any additional
and/or replacement Funding (Issuer) bank account agreement entered into by such
parties from time to time in accordance with the Transaction Documents;
15
"FUNDING (ISSUER) GIC ACCOUNT" means, in relation to any Issuer, the account in
the name of Funding held at the Account Bank and maintained subject to the terms
of the relevant Funding (Issuer) Guaranteed Investment Contract, the relevant
Funding (Issuer) Bank Account Agreement and the Funding Deed of Charge or such
additional or replacement account as may for the time being be in place with the
prior consent of the Security Trustee;
"FUNDING (ISSUER) GUARANTEED INVESTMENT CONTRACT" means, in relation to any
Issuer, the guaranteed investment contract entered into on about the relevant
Closing Date between Funding, the Funding GIC Provider, the Security Trustee and
the Cash Manager under which the Funding GIC Provider agrees to pay Funding a
guaranteed rate of interest on the balance from time to time of the relevant
Funding (Issuer) GIC Account, as may be amended, restated, novated, varied or
supplemented from time to time and shall include any additional and/or
replacement guaranteed investment contract entered into by Funding from time to
time in accordance with the Transaction Documents;
"FUNDING GIC ACCOUNT MANDATE" means the resolutions, instructions and signature
authorities relating to the Funding GIC Account substantially in the form set
out in Schedule 1 to the Bank Account Agreement;
"FUNDING GIC PROVIDER" means Lloyds TSB Bank plc acting through its office at
Treasury Division, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ or such other person or persons as
are for the time being the GIC provider to Funding under the Funding Guaranteed
Investment Contract and any Funding (Issuer) Guaranteed Investment Contract;
"FUNDING GUARANTEED INVESTMENT CONTRACT" means the guaranteed investment
contract entered into on or about the Initial Closing Date between Funding, the
Funding GIC Provider, the Cash Manager and the Security Trustee under which the
Funding GIC Provider agrees to pay Funding a guaranteed rate of interest on the
balance from time to time of the Funding GIC Account as may be amended,
restated, novated, varied or supplemented from time to time and shall include
any additional and/or replacement guaranteed investment contract entered into by
Funding in accordance with the Transaction Documents;
"FUNDING JERSEY SECURED PROPERTY" means, at any time, the Funding Charged
Property which is situated in Jersey at such time;
"FUNDING LEDGERS" means the Funding Principal Ledger, the Funding Revenue
Ledger, the Funding Reserve Ledger, the Funding Principal Deficiency Ledger, the
Intercompany Loan Ledger and each Issuer Reserve Fund Ledger and each Issuer
Liquidity Reserve Ledger;
"FUNDING POST-ENFORCEMENT PRIORITY OF PAYMENTS" means the rules and the order of
priority in which Funding Available Revenue Receipts, Funding Available
Principal Receipts and all other monies, income, receipts and recoveries of
Funding or the Security Trustee or any Receiver of Funding and the proceeds of
enforcement of the Funding Security are to be applied following service of an
Intercompany Loan Enforcement Notice or otherwise following an enforcement of
the Funding Security as set out in Part III of Schedule 3 (Funding Priority of
Payments) to the Funding Deed of Charge, as the same may be amended, varied or
superseded from time to time in accordance with the terms of the Funding Deed of
Charge;
16
"FUNDING PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS" means the rules and the
order of priority in which Funding Available Principal Receipts will be applied
prior to the enforcement of the Funding Security as set out in Part II of
Schedule 3 (Funding Priority of Payments) to the Funding Deed of Charge, as the
same may be amended, varied or superseded from time to time in accordance with
the terms of the Funding Deed of Charge;
"FUNDING PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS" means the rules and the
order of priority in which Funding Available Revenue Receipts will be applied
prior to the enforcement of the Funding Security as set out in Part I of
Schedule 3 (Funding Priority of Payments) to the Funding Deed of Charge, as the
same may be amended, varied or superseded from time to time in accordance with
the terms of the Funding Deed of Charge;
"FUNDING PRINCIPAL DEFICIENCY LEDGER" means the ledger maintained by the Cash
Manager in the name of Funding pursuant to the Cash Management Agreement to
record the aggregate position of the Principal Deficiency Ledgers of all Issuers
as to Losses on the Mortgage Loans and the application of Funding Available
Principal Receipts to fund the Issuer Liquidity Reserve Funds;
"FUNDING PRINCIPAL LEDGER" means the ledger maintained by the Cash Manager in
the name of Funding pursuant to the Cash Management Agreement to record receipts
and payments of Funding Principal Receipts;
"FUNDING PRINCIPAL RECEIPTS" means the Principal Receipts received by Funding
from the Mortgages Trustee on each Distribution Date;
"FUNDING PRIORITY OF PAYMENTS" means, as applicable, any of the Funding
Pre-Enforcement Revenue Priority of Payments, the Funding Pre-Enforcement
Principal Priority of Payments or the Funding Post-Enforcement Priority of
Payments;
"FUNDING RESERVE FUND" means the reserve fund established in the name of Funding
on the Initial Closing Date in an amount up to the Funding Reserve Required
Amount, which prior to enforcement may be (a) allocated among Issuers to help
meet any deficit in Funding Available Revenue Receipts and thereby any deficit
recorded on the Issuer Principal Deficiency Ledgers and/or (b) utilised to fund
initial reserves and other expenses in connection with the issuance of Notes by
New Issuers;
"FUNDING RESERVE LEDGER" means the ledger maintained by the Cash Manager in the
name of Funding pursuant to the Cash Management Agreement to record the amount
standing to the credit of the Funding Reserve Fund from time to time;
"FUNDING RESERVE REQUIRED AMOUNT" means the amount from time to time which is
equal to the sum of (1) the product of 0.60 per cent. and the greater of (a) the
aggregate Principal Amount Outstanding of the Notes outstanding of all Issuers
on the relevant determination date and (b) the aggregate Outstanding Principal
Balance of the Intercompany Loans of all Issuers on the relevant determination
date, or such other amount as may be agreed from time to time with the Rating
Agencies. As at the Initial Closing Date, the Funding reserve required amount
will be zero;
"FUNDING REVENUE LEDGER" means the ledger maintained by the Cash Manager in the
name of Funding pursuant to the Cash Management Agreement to record all monies
received by Funding during an Interest Period other than the Funding Principal
Receipts;
17
"FUNDING REVENUE RECEIPTS" means the Mortgages Trustee Available Revenue
Receipts received by Funding from the Mortgages Trustee on each Distribution
Date;
"FUNDING SECURED CREDITORS" means the Security Trustee (and any Receiver of
Funding appointed pursuant to the Funding Deed of Charge), the First Issuer, the
Corporate Services Provider in relation to Funding, the Account Bank, the
Funding GIC Provider, the Mortgages Trustee, the Start-up Loan Provider, the
Cash Manager and each New Funding Secured Creditor who accedes to the Funding
Deed of Charge from time to time pursuant to a Deed of Accession (including, for
the avoidance of doubt, any New Issuer);
"FUNDING SECURED OBLIGATIONS" means any and all of the monies, obligations and
liabilities which Funding covenants to pay or discharge under or pursuant to
Clause 2 (Covenant to pay and to Perform) of the Funding Deed of Charge and all
other amounts owed by it to the Funding Secured Creditors pursuant to the
Funding Transaction Documents;
"FUNDING SECURITY" means the security granted by Funding under or pursuant to
the Funding Deed of Charge in favour of the Security Trustee for the benefit of
the Funding Secured Creditors or any of them including the security granted by
Funding under or pursuant to any Deed of Accession;
"FUNDING SHARE" means, prior to the first Distribution Date, the Initial Funding
Share and thereafter means the Current Funding Share;
"FUNDING SHARE PERCENTAGE" means, prior to the first Distribution Date, the
Initial Funding Share Percentage and thereafter means the Current Funding Share
Percentage;
"FUNDING SHARE/SELLER SHARE LEDGER" means the ledger to be maintained by the
Cash Manager, on behalf of the Mortgages Trustee and the Beneficiaries, to
record the Current Funding Share, the Current Funding Share Percentage, the
Current Seller Share and the Current Seller Share Percentage of the Trust
Property;
"FUNDING TRANSACTION ACCOUNT" means the account in the name of Funding (account
no. ▇▇▇▇▇▇▇, sort code 30-00-02) held with the Account Bank and maintained
subject to the terms of the Bank Account Agreement and the Funding Deed of
Charge or any additional or replacement account as may for the time being be in
place with the prior consent of the Security Trustee;
"FUNDING TRANSACTION ACCOUNT MANDATE" means the resolutions, instructions and
signature authorities relating to the Funding Transaction Account substantially
in the form set out in Schedule 1 to the Bank Account Agreement;
"FUNDING TRANSACTION DOCUMENT" means each of the following documents:
(a) the Mortgages Trust Deed;
(b) the Mortgage Sale Agreement;
(c) the Administration Agreement;
(d) the Funding Deed of Charge;
(e) the Corporate Services Agreement;
(f) the Bank Account Agreement;
18
(g) the Funding (Issuer) Bank Account Agreement;
(h) the Funding Guaranteed Investment Contract;
(i) the Funding (Issuer) Guaranteed Investment Contract;
(j) the Cash Management Agreement;
(k) the Start-up Loan Agreement;
(l) each New Start-up Loan Agreement to be entered into by Funding after the
Initial Closing Date;
(m) the Collection Bank Agreement;
(n) the First Issuer Intercompany Loan Agreement;
(o) each New Intercompany Loan Agreement to be entered into by Funding after
the date hereof; and
(p) each other deed, document, agreement, instrument or certificate entered
into or to be entered into by Funding pursuant to or in connection with
any of the documents set out in paragraphs (a) through (o) above including
any agreement entered into by Funding as a replacement of any of the above
agreements upon the termination thereof;
"FURTHER ADVANCE" means, in relation to a Mortgage Loan, any advance of further
money to the relevant Borrower following the making of the initial advance of
monies in respect of such Mortgage Loan (the "INITIAL ADVANCE") which is secured
by the same Mortgage as the Initial Advance but does not include the amount of
any retention advanced to the relevant Borrower as part of the Initial Advance
after completion of the Mortgage and does not include any Re-Draw;
"FURTHER CONTRIBUTION" means the consideration in the form of cash payable to
the Mortgages Trustee by any Beneficiary to increase the Funding Share or, as
the case may be, the Seller Share of the Trust Property pursuant to and in
accordance with the Mortgages Trust Deed but excluding any Initial Contribution
or Deferred Contribution paid by Funding to the Mortgages Trustee;
"GIC PROVIDER" means in relation to any person the provider of guaranteed
investment services to such person pursuant to a guaranteed investment contract;
"GUARANTEE" means each guarantee in support of the obligations of a Borrower
under a Mortgage Loan;
"HOLDINGS" means Granite Finance Holdings Limited, a private limited company
incorporated under the laws of England and Wales, registered number 4127787;
"ICTA" means the Income and Corporation Tax ▇▇▇ ▇▇▇▇;
"IN ARREARS" or "IN ARREARS" means, in respect of a Mortgage Account, that
amount equal in the aggregate to one or more Monthly Payments in respect of such
Mortgage Account are overdue and unpaid by a Borrower;
"INDEPENDENT CERTIFICATES" means certificates of independent parties in
accordance with Trust Indenture Act Sections 314(c) and 314(d)(1);
"INITIAL CLOSING DATE" means 26 March 2001;
19
"INITIAL CONTRIBUTION" the consideration in the form of cash payable by Funding
to the Mortgages Trustee in respect of the Funding Share of the Trust Property
pursuant to and in accordance with the Mortgages Trust Deed, which Contribution
is to fund the payment to the Seller by the Mortgages Trustee of (and is equal
to) the Initial Purchase Price in respect of the Initial Mortgage Portfolio or
(if any is payable) any New Mortgage Portfolio assigned to the Mortgages Trustee
and is to be funded from the proceeds of the First Issuer Intercompany Loan or
any New Intercompany Loan;
"INITIAL FUNDING SHARE" means the share of Funding in the Trust Property on the
Initial Closing Date, being an amount equal to approximately
{pound-sterling}1,500,000,000;
"INITIAL FUNDING SHARE PERCENTAGE" means the percentage share of Funding in the
Trust Property on the Initial Closing Date being approximately 86.61 per cent.;
"INITIAL MORTGAGE LOANS" means the portfolio of residential first Mortgage Loans
and their Related Security to be assigned by the Seller to the Mortgages Trustee
on the Initial Closing Date pursuant to the Mortgage Sale Agreement;
"INITIAL MORTGAGE PORTFOLIO" means the portfolio of Initial Mortgage Loans and
their Related Security, particulars of which are set out in Appendix A to the
Mortgage Sale Agreement but excluding any such Mortgage Loan and its Related
Security which has been redeemed in full on or before the Initial Closing Date,
and (subject where applicable to the subsisting rights of redemption of the
Borrowers) all right, title, interest and benefit of the Seller in and to:
(a) all sums of principal, interest (including, for the avoidance of doubt,
all Accrued Interest, Arrears of Interest and Capitalised Arrears) and any
other sum due or to become due under or in respect of such Mortgage Loans
and their Related Security on or after the Initial Closing Date and
including, without limitation, the right to demand, ▇▇▇ for, recover and
give receipts for all such principal, interest or other amounts, the right
to ▇▇▇ on all covenants and undertakings made or expressed to be made in
favour of the Seller under the applicable Mortgage and all sums due or to
become due in respect of any Early Repayment Charge;
(b) the benefit of all securities for such principal, interest and other sums
payable (including without limitation any interest of the Seller in any
Life Policy), the benefit of all Deeds of Consent and Deeds of
Postponement, any Guarantee in respect of such Mortgage Loan or any other
collateral security for the repayment of the relevant Mortgage Loans
secured by the Mortgages;
(c) the right to exercise all the powers of the Seller in relation thereto
subject to and in accordance with the relevant Mortgage Conditions;
(d) all the estate and interest in the Mortgaged Properties in relation
thereto vested in the Seller;
(e) to the extent they are assignable, each Certificate of Title and Valuation
Report and any right of action of the Seller against any solicitor, valuer
or other person in connection with any report, valuation, opinion,
certificate or other statement of fact or opinion given in connection with
any Mortgage Loan and its Related Security, or any part thereof affecting
the decision of the Seller to make or offer to make the relevant Mortgage
Loan or part thereof;
(f) the Buildings Policies and Insurance Contracts, in each case so far as
they relate to such Mortgage Loans comprised in that portfolio of Mortgage
Loans and their Related Security, including the right to receive the
proceeds of all claims made or to be made by or on behalf of the Seller or
to which the Seller is or may become entitled;
20
(g) the MIG Policies, so far as they relate to such Mortgage Loans comprised
in that portfolio of Mortgage Loans and their Related Security, including
the right to receive of all claims made or to be made by or on behalf of
the Seller or to which the Seller is or may become entitled;
"INITIAL PURCHASE PRICE" means the sum of {pound-sterling}1,480,000,000 payable
by the Mortgages Trustee to the Seller on the Initial Closing Date in
consideration of the Seller's assignment to the Mortgages Trustee of the Initial
Mortgage Portfolio or the sum agreed to from time to time between the Mortgages
Trustee and the Seller and payable by the Mortgages Trustee to the Seller on an
Assignment Date in consideration of the Seller's assignment to the Mortgages
Trustee of a New Mortgage Portfolio in respect of which any Initial Purchase
Price is payable (together with any accrued principal, interest and expenses as
at the Closing Date or Assignment Date, as applicable) in accordance with the
provisions of the Mortgage Sale Agreement;
"INITIAL SELLER SHARE" means the share of the Seller in the Trust Property on
the Initial Closing Date being an amount equal to approximately
{pound-sterling}232,000,000;
"INITIAL SELLER SHARE PERCENTAGE" means the percentage share of the Seller in
the Trust Property on the Initial Closing Date being approximately 13.39 per
cent.;
"INITIAL TRUST PROPERTY" means the sum of {pound-sterling}100 (one hundred
pounds) held on trust absolutely as to both capital and income by the Mortgages
Trustee for the benefit of the Seller and Funding pursuant to Clause 2.1
(Initial Trust Property) of the Mortgages Trust Deed;
"INLAND REVENUE" means the Inland Revenue of the United Kingdom;
"INSOLVENCY ACT" means the Insolvency ▇▇▇ ▇▇▇▇;
"INSOLVENCY EVENT" in respect of the Seller, the Administrator, the Cash Manager
or any Issuer Cash Manager (each, for the purposes of this definition, a
"RELEVANT ENTITY") means:
(a) an order is made or an effective resolution passed for the winding up of
the Relevant Entity (except, in any such case, a winding-up or dissolution
for the purpose of a reconstruction or amalgamation the terms of which
have been previously approved by the Security Trustee);
(b) the Relevant Entity ceases or threatens to cease to carry on its business
or stops payment or threatens to stop payment of its debts or is deemed
unable to pay its debts within the meaning of section 123(a), (b), (c) or
(d) of the Insolvency Act (as amended, modified or re-enacted) or becomes
unable to pay its debts as they fall due or the value of its assets falls
to less than the amounts of its liabilities (taking into account, for both
these purposes, contingent and prospective liabilities) or otherwise
becomes insolvent;
(c) proceedings are initiated against the Relevant Entity under any applicable
liquidation, administration, reorganisation (other than a reorganisation
where the Relevant Entity is solvent) or other similar laws, save where
such proceedings are being contested in good faith; or an administrative
or other receiver, administrator or other similar official is appointed in
relation to the whole or any substantial part of the undertaking or assets
of the Relevant Entity; or a distress, execution or diligence or other
process is enforced upon the whole or any substantial part of the
undertaking or assets of the Relevant Entity and in any of the foregoing
cases it is not discharged within 30 London Business Days; or if the
Relevant Entity initiates or consents to judicial proceedings relating to
itself under any applicable liquidation, administration, insolvency,
reorganisation or other similar laws or makes a conveyance or assignment
for the benefit of its creditors generally;
21
and in respect of Funding or any Issuer (each, for the purposes of this
definition, a "RELEVANT ENTITY"), "INSOLVENCY EVENT" means:
(a) except for the purposes of an amalgamation or restructuring as described
in sub-clause (b) of this definition, the Relevant Entity ceases or
threatens to cease to carry on all or a substantial part of its business
or the Relevant Entity is deemed unable to pay its debts within the
meaning of section 123(1)(a), (b), (c) or (d) of the Insolvency ▇▇▇ ▇▇▇▇
(as that section may be amended) or becomes unable to pay its debts within
the meaning of section 123(2) of the Insolvency Act 1986 (as that section
may be amended, modified or re-enacted); or
(b) an order is made or an effective resolution is passed for the winding up
of the Relevant Entity (except for the purposes of or pursuant to an
amalgamation, restructuring or merger previously approved by the Note
Trustee or the Security Trustee, as the case may be, or as approved in
writing by an Extraordinary Resolution (as defined in the Issuer Trust
Deed) of the Class A Noteholders); or
(c) proceedings are otherwise initiated against the Relevant Entity under any
applicable liquidation, insolvency, composition, reorganisation or other
similar laws (including, but not limited to, presentation of a petition
for an administration order) and (except in the case of presentation of a
petition for an administration order) such proceedings are not, in the
opinion of the Note Trustee or the Security Trustee (as the case may be),
being disputed in good faith with a reasonable prospect of success; or an
administration order being granted or an administrative receiver or other
receiver, liquidator or other similar official being appointed in relation
to the Relevant Entity or in relation to the whole or any substantial part
of the undertaking or assets of the Relevant Entity; or an encumbrancer
taking possession of the whole or any substantial part of the undertaking
or assets of the Relevant Entity, or a distress, execution, diligence or
other process being levied or enforced upon or sued out against the whole
or any substantial part of the undertaking or assets of the Relevant
Entity and such possession or process (as the case may be) not being
discharged or not otherwise ceasing to apply within 30 days; or the
Relevant Entity initiating or consenting to judicial proceedings relating
to itself under applicable liquidation, insolvency, composition,
reorganisation or other similar laws or making a conveyance or assignment
for the benefit of its creditors generally;
"INSURANCE CONTRACTS" means the insurance contracts or policies described in
Schedule 4 to the Mortgage Sale Agreement and any other additional, substitute
or replacement insurance contract or policy arranged by the Seller from time to
time relating to the Mortgage Loans in the Mortgages Trust;
"INSURANCE POLICIES" means:
(a) the MIG Policies;
(b) the Properties in Possession Policy;
(c) the Contingency Insurance Policy; and
(d) the Buildings Policies;
"INTERCOMPANY LOAN AGREEMENTS" means the First Issuer Intercompany Loan
Agreement and any New Intercompany Loan Agreements and "INTERCOMPANY LOAN
AGREEMENT" means any one of them;
"INTERCOMPANY LOANS" means the First Issuer Intercompany Loan and any New
Intercompany Loan and "INTERCOMPANY LOAN" means any of them;
22
"INTERCOMPANY LOAN CONFIRMATION" means a document substantially in the form set
out in Schedule 2 (Form of Intercompany Loan Confirmation) to the Intercompany
Loan Terms and Conditions confirming the principal terms of each Intercompany
Loan Agreement between Funding, any Issuer, the Security Trustee and the Agent
Bank;
"INTERCOMPANY LOAN ENFORCEMENT NOTICE" means an enforcement notice served by the
Security Trustee on Funding in relation to the enforcement of the Funding
Security following the occurrence of an Intercompany Loan Event of Default;
"INTERCOMPANY LOAN EVENT OF DEFAULT" means the occurrence of an event of default
as specified in Clause 14 (Default) of the Intercompany Loan Terms and
Conditions;
"INTERCOMPANY LOAN LEDGER" means the ledger on which the Cash Manager will
record payments of interest and repayments of principal made under any
Intercompany Loan;
"INTERCOMPANY LOAN TERMS AND CONDITIONS" means the general terms and conditions
applicable to each Intercompany Loan Agreement, which have been signed for the
purposes of identification by the Security Trustee, the Agent Bank and Funding
on the Initial Closing Date, as amended, restated, novated, varied or
supplemented from time to time and shall include any additional and/or
replacement intercompany loan terms and conditions entered into from time to
time in accordance with the Transaction Documents;
"INTEREST RATE SHORTFALL" has the meaning given to it in Clause 4.3(a) of the
Administration Agreement;
"IRRECOVERABLE VAT" means any amount in respect of VAT incurred by a party to
the Transaction Documents (for the purposes of this definition, a "RELEVANT
PARTY") as part of a payment in respect of which it is entitled to be
indemnified under the relevant Transaction Documents to the extent that the
Relevant Party does not or will not receive and retain a credit or repayment of
such VAT as input tax (as that expression is defined in section 24(1) of the
Value Added Tax Act 1994) for the prescribed accounting period (as that
expression is used in section 25(1) of the Value Added Tax Act 1994) to which
such input tax relates;
"ISSUER" means the First Issuer or, as the context may require, any New Issuer;
"ISSUER ACCOUNT BANK" means, in relation to any Issuer, the bank at which the
Issuer Bank Accounts of such Issuer are maintained from time to time pursuant to
the relevant Issuer Transaction Documents;
"ISSUER ACCOUNT MANDATES" means, in relation to any Issuer, the resolutions,
instructions, and Authorised Signatories relating to the Issuer Bank Accounts
substantially in the form scheduled to the relevant Issuer Bank Account
Agreement;
"ISSUER ALLOCABLE PRINCIPAL RECEIPTS" has the meaning given to it in the rules
for application of Funding Available Principal Receipts under the Funding
Pre-Enforcement Principal Priority of Payments set out in Part I of Schedule 3
to the Funding Deed of Charge;
"ISSUER ALLOCABLE REVENUE RECEIPTS" for each Issuer will be calculated by the
Cash Manager on the Distribution Date immediately preceding the relevant Payment
Date and will be an amount for each Issuer equal to the sum of:
(1) the amount calculated by reference to the following formula:
23
(Funding available Revenue Outstanding Principal Balance of the
Receipts (excluding all Issuer Intercompany Loan of such Issuer
Reserve Funds and Issuer x --------------------------------------
Liquidity Reserve Aggregate Outstanding Principal
Funds) - R Balance of the Intercompany Loans of
all Issuers
where "R" = the sum of items (A), (B), (C) and (D) of the Funding
Pre-Enforcement Revenue Priority of Payments or, as applicable, the sum of
items (A), (B) and (C) of the Funding Post-Enforcement Priority of
Payments;
(2) the amount standing to the credit of the Issuer Reserve Fund Ledger in
respect of such Issuer (but not in respect of any other Issuer), subject
to any limits or conditions on the purposes for which that reserve may be
utilised; and
(3) the amount standing to the credit of the Issuer Liquidity Reserve Ledger,
if any, in respect of such issuer (but not in respect of any other
Issuer), subject to any limits or conditions on the purposes for which
that reserve may be utilised.
"ISSUER ARREARS TEST" is satisfied on a Payment Date if any Issuer Cash Manager
or the Cash Manager calculates on the Distribution Date immediately preceding
such Payment Date that as of the last day of the Trust Calculation Period
immediately preceding that Payment Date (i) the aggregate Current Balance of the
Mortgage Loans which are then in arrears for at least 3 months is less than 4%
of the aggregate Current Balance of all Mortgage Loans, unless the Rating
Agencies have confirmed that the then-current ratings of the Notes will not be
adversely affected by such test not having been met; and (ii) the aggregate
Interest Arrears in respect of all of the Mortgage loans in the Mortgages Trust
as a percentage of the aggregate gross interest due on all Mortgage Loans during
the previous 12 months, does not exceed 2%, or such other percentage as is then
acceptable to the then-current Rating Agencies at such time.
"ISSUER AVAILABLE PRINCIPAL RECEIPTS" means, in relation to the First Issuer,
the Second Issuer and the Third Issuer, the First Issuer Available Principal
Receipts, the Second Issuer Available Principal Receipts, and the Third Issuer
Available Principal Receipts respectively, and in relation to any New Issuer,
the Current Issuer Available Principal Receipts as defined in the Issuer Master
Definitions Schedule relating to that New Issuer;
"ISSUER AVAILABLE REVENUE RECEIPTS" means, in relation to the First Issuer, the
Second Issuer and the Third Issuer, the First Issuer Available Revenue Receipts,
the Second Issuer Available Revenue Receipts, and the Third Issuer Available
Revenue Receipts respectively, and in relation to any New Issuer, the Current
Issuer Available Revenue Receipts as defined in the Issuer Master Definitions
Schedule relating to that New Issuer;
"ISSUER BANK ACCOUNT AGREEMENT" means, in relation to the First Issuer, the
Second Issuer and the Third Issuer, the First Issuer Bank Account Agreement, the
Second Issuer Bank Account Agreement and the Third Issuer Bank Account Agreement
respectively, and in relation to any New Issuer, the Current Issuer Bank Account
Agreement as defined in the Issuer Master Definitions Schedule relating to that
New Issuer;
"ISSUER BANK ACCOUNTS" means, in relation to the First Issuer, the Second Issuer
and the Third Issuer, the First Issuer Bank Accounts, the Second Issuer Bank
Accounts and the Third Issuer Bank Accounts respectively and, in relation to any
New Issuer, the Current Issuer Bank Accounts as defined in the Issuer Master
Definitions Schedule relating to that New Issuer;
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"ISSUER CASH MANAGEMENT AGREEMENT" means, in relation to the First Issuer, the
Second Issuer and the Third Issuer, the First Issuer Cash Management Agreement,
the Second Issuer Cash Management Agreement and the Third Issuer Cash Management
Agreement respectively, and in relation to any New Issuer, the Current Issuer
Cash Management Agreement as defined in the Issuer Master Definitions Schedule
relating to that New Issuer;
"ISSUER CASH MANAGER" means, in relation to the First Issuer, the First Issuer
Cash Manager and in relation to any New Issuer, the person identified as
managing all cash transactions and maintaining certain ledgers on behalf of such
Issuer pursuant to the relevant Issuer Cash Management Agreement or such other
person as may from time to time be appointed as cash manager for such Issuer
pursuant to the relevant Issuer Cash Management Agreement;
"ISSUER DEED OF CHARGE" means in relation to the First Issuer, the First Issuer
Deed of Charge and in relation to any New Issuer, the deed of charge entered
into such Issuer with the Note Trustee;
"ISSUER JERSEY SECURED PROPERTY" means:
(a) in relation to the First Issuer, the First Issuer Jersey Secured Property
as defined in the Issuer Master Definitions Schedule relating to the First
Issuer;
(b) in relation to the Second Issuer, the Second Issuer Jersey Secured
Property as defined in the Issuer Master Definitions Schedule relating to
the Second Issuer;
(c) in relation to the Third Issuer, the Third Issuer Jersey Secured Property
as defined in the Issuer Master Definitions Schedule relating to the Third
Issuer; and
(d) in relation to any other Issuer, the Current Issuer Jersey Secured
Property as defined in the Issuer Master Definitions Schedule relating to
that Issuer;
"ISSUER JUNIOR NOTES" means:
(a) in relation to the First Issuer, the Series 1 Class C Notes and the Series
2 Class C Notes as defined in the Issuer Master Definitions Schedule
relating to the First Issuer,
(b) in relation to the Second Issuer, the Series 1 Class C Notes, the Series 2
Class C Notes as defined in the Issuer Master Definitions Schedule
relating to the Second Issuer, and
(c) in relation to any other Issuer, the Junior Notes as defined in the
relevant Issuer Master Definitions Schedule;
"ISSUER LIQUIDITY RESERVE FUND" means, in relation to the First Issuer, the
First Issuer Liquidity Reserve Fund, in relation to the Second Issuer, the
Second Issuer Liquidity Reserve Fund and in relation to any New Issuer, the
Current Issuer Liquidity Reserve Fund as defined in the Issuer Master
Definitions Schedule which in each case Funding will be required to establish
pursuant to and in the circumstances set out in the Intercompany Loan of such
New Issuer ;
"ISSUER LIQUIDITY RESERVE LEDGER" means, in relation to the First Issuer, the
First Issuer Liquidity Reserve Ledger, in relation to the Second Issuer, the
Second Issuer Liquidity Reserve Ledger and in relation to any New Issuer, the
Current Issuer Liquidity Reserve Ledger as defined in Issuer Master Definitions
Schedule in each case maintained by the Cash Manager in the name of Funding to
record the balance from time to time of the Issuer Liquidity Reserve Fund, if
any;
25
"ISSUER LIQUIDITY RESERVE REQUIRED AMOUNT" means, in relation to the First
Issuer, the First Issuer Liquidity Reserve Required Amount, in relation to the
Second Issuer, the Second Issuer Liquidity Reserve Required Amount and in
relation to any New Issuer, Current Issuer Liquidity Reserve Required Amount as
defined in the Issuer Master Definitions Schedule relating to that New Issuer in
each case required to be maintained in the Issuer Liquidity Reserve Fund, if
any;
"ISSUER MASTER DEFINITIONS SCHEDULE" means, in relation to the First Issuer, the
First Issuer Master Definitions Schedule and in relation to any New Issuer the
relevant master definitions schedule relating to that New Issuer;
"ISSUER MEZZANINE NOTES" means:
(a) in relation to the First Issuer, the Series 1 Class B Notes and the Series
2 Class B Notes as defined in the Issuer Master Definitions Schedule
relating to the First Issuer,
(b) in relation to the Second Issuer, the Series 1 Class B Notes, the Series 2
Class B Notes as defined in the Issuer Master Definitions Schedule
relating to the Second Issuer, and
(c) in relation to any New Issuer, the Mezzanine Notes as defined in the
relevant Issuer Master Definitions Schedule;
"ISSUER POST-ENFORCEMENT PRIORITY OF PAYMENTS" means, in relation to the First
Issuer, the Second Issuer and the Third Issuer, the First Issuer
Post-Enforcement Priority of Payments, the Second Issuer Post-Enforcement
Priority of Payments and the Third Issuer Post-Enforcement Priority of Payments
respectively, and in relation to any New Issuer, the Current Issuer
Post-Enforcement Priority of Payments as defined in the Issuer Master
Definitions Schedule relating to that New Issuer;
"ISSUER POST-LIQUIDITY PAYMENTS" means, in the case of the First Issuer, the
payments set out in items (H) through (J) under the First Issuer Pre-Enforcement
Revenue Priority of Payments (or the relevant payments in the equivalent items
under such other First Issuer Priority of Payments as may apply on that Payment
Date), in the case of the Second Issuer, the payments set out in items (H)
through (J) under the Second Issuer Pre-Enforcement Revenue Priority of Payments
(or the relevant payments in the equivalent items under such other Second Issuer
Priority of Payments as may apply on that Payment Date) and in the case of any
New Issuer, means the Current Issuer Post-Liquidity Payments as defined in the
Issuer Master Definitions Schedule relating to that New Issuer;
"ISSUER POST-RESERVE PAYMENTS" means, in the case of the First Issuer, the
payments set out in item (K) under the First Issuer Pre- Enforcement Revenue
Priority of Payments (or the relevant payments in the equivalent items under
such other First Issuer Priority of Payments as may apply on that Payment Date),
in the case of the Second Issuer, the payments set out in item (K) under the
Second Issuer Pre-Enforcement Revenue Priority of Payments (or the relevant
payments in the equivalent items under such other Second Issuer Priority of
Payments as may apply on that Payment Date), and in the case of any New Issuer,
means the Current Issuer Post-Reserve Payments as defined in the Issuer Master
Definitions Schedule relating to that New Issuer;
26
"ISSUER POST START-UP PAYMENTS" means, in the case of the First Issuer, the
payments set out in items (L) and (M) under the First Issuer Pre-Enforcement
Revenue Priority of Payments (or the relevant payments in the equivalent items
under such other First Issuer Priority of Payments as may apply on that Payment
Date), in the case of the Second Issuer, the payments set out in items (L) and
(O) under the Second Issuer Pre-Enforcement Revenue Priority of Payments (or the
relevant payments in the equivalent items under such other Second Issuer
Priority of Payments as may apply on that Payment Date) and in the case of any
New Issuer, means the Current Issuer Post Start-Up Payments as defined in the
Issuer Master Definitions Schedule relating to that New Issuer;
"ISSUER PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS" means, in relation to
the First Issuer, the Second Issuer and the Third Issuer, the First Issuer
Pre-Enforcement Principal Priority of Payments, the Second Issuer
Pre-Enforcement Principal Priority of Payments and the Third Issuer
Pre-Enforcement Principal Priority of Payments respectively, and in relation to
any New Issuer, the Current Issuer Pre-Enforcement Principal Priority of
Payments as defined in the Issuer Master Definitions Schedule relating to that
New Issuer;
"ISSUER PRE-ENFORCEMENT PRIORITY OF PAYMENTS" means, in relation to the First
Issuer, the Second Issuer and the Third Issuer, the First Issuer Pre-Enforcement
Priority of Payments, the Second Issuer Pre-Enforcement Priority of Payments and
the Third Issuer Pre- Enforcement Priority of Payments respectively, and in
relation to any New Issuer, the Current Issuer Pre-Enforcement Priority of
Payments as defined in the Issuer Master Definitions Schedule relating to that
New Issuer;
"ISSUER PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS" means, in relation to the
First Issuer, the Second Issuer and the Third Issuer, the First Issuer
Pre-Enforcement Revenue Priority of Payments, the Second Issuer Pre-Enforcement
Revenue Priority of Payments and the Third Issuer Pre-Enforcement Revenue
Priority of Payments respectively, and in relation to any New Issuer, the
Current Issuer Pre-Enforcement Revenue Priority of Payments as defined in the
Issuer Master Definitions Schedule relating to that New Issuer;
"ISSUER PRE-LIQUIDITY PAYMENTS" means, in the case of the First Issuer, the
payments set out in items (A) through (G) under the First Issuer Pre-Enforcement
Revenue Priority of Payments (or the relevant payments in the equivalent items
under such other First Issuer Priority of Payments as may apply on that Payment
Date), in the case of the Second Issuer, the payments set out in items (A)
through (G) under the Second Issuer Pre-Enforcement Revenue Priority of Payments
(or the relevant payments in the equivalent items under such other Second Issuer
Priority of Payments as may apply on that Payment Date) and, in the case of any
New Issuer, means the Current Issuer Pre-Liquidity Payments as defined in the
Issuer Master Definitions Schedule relating to that New Issuer;
"ISSUER PRE-RESERVE PAYMENTS" means, in relation to any Issuer (with the
exception of the First Issuer), the Current Issuer Pre- Reserve Payments as
defined in the Issuer Master Definitions Schedule relating to that New Issuer;
27
"ISSUER PRINCIPAL DEFICIENCY LEDGER" means, in relation to the First Issuer, the
First Issuer Principal Deficiency Ledger and in relation to any New Issuer, the
ledger maintained by the Issuer Cash Manager in the name of such Issuer which
will be established on the relevant Closing Date and will be sub-divided into
sub ledgers corresponding to the classes of Notes issued by such Issuer in order
to record Losses allocated to the Intercompany Loan of such Issuer which are to
be allocated to such Notes, the application of Issuer Available Principal
Receipts of such Issuer in paying interest on the Notes issued by such Issuer
and certain amounts ranking in priority thereto in accordance with the Issuer
Pre-Enforcement Revenue Priority of Payments of such Issuer and the application
by Funding of Issuer Allocable Principal Receipts of the such Issuer to fund or
replenish the Issuer Liquidity Reserve Fund (if any) of such Issuer;
"ISSUER PRINCIPAL DEFICIENCY SUB LEDGER" means, in relation to the First Issuer,
any First Issuer Principal Deficiency Sub Ledger and in relation to any New
Issuer, any of the sub ledgers of the Issuer Principal Deficiency Ledger of such
Issuer relating to any class of Notes issued by such Issuer;
"ISSUER PRINCIPAL PAYMENTS" means, in relation to the First Issuer, the payments
set forth in items (A) through (E) under the First Issuer Pre-Enforcement
Principal Priority of Payments (or the relevant payments set forth in the
equivalent items in such other First Issuer Priority of Payments as may apply on
that Payment Date), in relation to the Second Issuer, the payments set forth in
items (A) through (E) under the Second Issuer Pre-Enforcement Principal Priority
of Payments (or the relevant payments set forth in the equivalent items in such
other Second Issuer Priority of Payments as may apply on that Payment Date) and
in relation to any New Issuer, the Current Issuer Principal Payments as defined
in the Issuer Master Definitions Schedule relating to that New Issuer;
"ISSUER PRINCIPAL RECEIPTS" means, in relation to the First Issuer, the First
Issuer Principal Receipts and in relation to any New Issuer, the principal
amounts repaid by Funding in respect of the Intercompany Loan of such Issuer;
"ISSUER PRIORITY OF PAYMENTS" means, in relation to the First Issuer, the First
Issuer Priority of Payments and in relation to any New Issuer, as applicable,
any of the relevant Issuer Pre-Enforcement Revenue Priority of Payments, the
Issuer Pre-Enforcement Principal Priority of Payments or the Issuer
Post-Enforcement Priority of Payments;
"ISSUER RESERVE FUND" means, in relation to the First Issuer, the First Issuer
Reserve Fund, in relation to the Second Issuer, the Second Issuer Reserve Fund
and in relation to any New Issuer, the Current Issuer Reserve Fund as defined in
the Issuer Master Definitions Schedule relating to that Issuer, in each case
established in the name of Funding in respect of such Issuer as required under
the terms of the relevant Intercompany Loan of such Issuer on the relevant
Closing Date in an amount equal to the Issuer Reserve Required Amount;
"ISSUER RESERVE FUND LEDGER" means, in relation to the First Issuer, the First
Issuer Reserve Fund Ledger, in relation to the Second Issuer, the Second Issuer
Reserve Fund Ledger and in relation to any New Issuer, the Current Issuer
Reserve Ledger as defined in the Issuer Master Definitions Schedule relating to
that Issuer, in each case maintained by the Cash Manager in the name of Funding
to record the amount credited to the Issuer Reserve Fund held by Funding in
respect of such Issuer on the relevant Closing Date, and subsequent withdrawals
and deposits in respect of the Issuer Reserve Fund;
28
"ISSUER RESERVE REQUIRED AMOUNT" means, in relation to the First Issuer, the
First Issuer Reserve Required Amount, in relation to the Second Issuer, the
Second Issuer Reserve Required Amount and in relation to any New Issuer, the
Current Issuer Reserve Required Amount as defined in the Issuer Master
Definitions Schedule relating to that Issuer in each case required to be
maintained in the Issuer Reserve Fund of such Issuer;
"ISSUER RESERVE REQUIREMENT" means a requirement that will be satisfied in
respect of any Issuer if, after taking account of the application of any Funding
Available Revenue Receipts to the credit of the Issuer Reserve Fund Ledgers, the
amount of funds in the Issuer Reserve Fund of such Issuer is equal to the
relevant Issuer Reserve Required Amount;
"ISSUER SECURED CREDITORS" means, in relation to the First Issuer, the Second
Issuer and the Third Issuer, the First Issuer Secured Creditors, the Second
Issuer Secured Creditors and the Third Issuer Secured Creditors respectively and
in relation to any New Issuer, the Current Issuer Secured Creditors as defined
in the Issuer Master Definitions Schedule relating to that New Issuer;
"ISSUER SECURITY" means in relation to the First Issuer, the First Issuer
Security and in relation to any New Issuer, the security created by such Issuer
pursuant to the relevant Issuer Deed of Charge in favour of the Note Trustee for
the benefit of the Issuer Secured Creditors;
"ISSUER SENIOR NOTES" means:
(a) in relation to the First Issuer, the Series 1 Class A Notes and the Series
2 Class A Notes as defined in the Issuer Master Definitions Schedule
relating to the First Issuer,
(b) in relation to the Second Issuer, the Series 1 Class A Notes, the Series 2
Class A Notes as defined in the Issuer Master Definitions Schedule
relating to the Second Issuer, and
(c) in relation to any other Issuer, the Senior Notes as defined in the
relevant Issuer Master Definitions Schedule;
"ISSUER SPECIAL NOTES" means:
(a) in relation to the Second Issuer, the Series 2 Class D Notes as defined in
the Issuer Master Definitions Schedule relating to the First Issuer,
(b) in relation to any other Issuer (other than the First Issuer), the Special
Notes as defined in the relevant Issuer Master Definitions Schedule;
"ISSUER START-UP LOAN AGREEMENT" means, in relation to any Issuer, the agreement
entered into on or about the Closing Date in relation to that Issuer between
Funding, the relevant Start-up Loan Provider and the Security Trustee relating
to the provision of the Issuer Start-up Loan to Funding as may be amended,
restated, novated, varied or supplemented from time to time and shall include
any additional and/or replacement start-up loan agreement entered into by such
parties in accordance with the Transaction Documents;
"ISSUER START-UP LOAN PROVIDER" means Northern Rock, in its capacity as provider
of an Issuer Start-up Loan and/or such other person or persons for the time
being the lender under the relevant Issuer Start-up Loan Agreement;
29
"ISSUER TRANSACTION ACCOUNTS" means, in relation to the First Issuer, the Second
Issuer and the Third Issuer, the First Issuer Transaction Accounts, the Second
Issuer Transaction Accounts and the Third Issuer Transaction Accounts and in
relation to any New Issuer, the Current Issuer Transaction Accounts as defined
in the Issuer Master Definitions Schedule relating to that Issuer;
"ISSUER TRANSACTION DOCUMENTS" means, in relation to the First Issuer, the
Second Issuer and the Third Issuer, the First Issuer Transaction Documents, the
Second Issuer Transaction Documents and the Third Issuer Transaction Documents
and in relation to any New Issuer, the Current Issuer Transaction Documents as
defined in the Issuer Master Definitions Schedule relating to that Issuer;
"JERSEY ACCOUNT BANK" means Lloyds TSB Bank plc, Jersey International Branch;
"JERSEY SECURED PROPERTY" means, as the context requires, the Issuer Jersey
Secured Property or the Funding Jersey Secured Property;
"JERSEY SECURITY LAW" has the meaning given to it in Clause 3.1 (Trust Property)
of the Funding Deed of Charge;
"LENDING CRITERIA" means the lending criteria of the Seller which may be amended
from time to time (forming part of the Seller's Policy) which as at the Initial
Closing Date is set out in Schedule 11 (Lending Criteria) to the Mortgage Sale
Agreement and/or such other criteria as would be acceptable to a reasonable,
prudent mortgage lender;
"LIBOR" means, unless stated otherwise, the London inter-bank offered rate for
deposits in the relevant currency, as determined by the relevant Agent Bank in
respect of the related Notes as specified in the Conditions or otherwise on the
following basis:
(1) on the applicable Interest Determination Date the Agent Bank will
determine the offered quotation to leading banks for deposits in the
relevant currency for a period equal to the relevant period, to be
determined by reference to the display as quoted on the ▇▇▇-▇▇▇▇▇/Telerate
Page No. 3750. If the Telerate Page No. 3750 stops providing these
quotations, the replacement page for the purposes of displaying this
information will be used. If the replacement page stops displaying the
information, another service as determined by the relevant Issuer with the
approval of the Note Trustee will be used. In each of these cases, such
determination will be made as at or about 11.00 a.m. (London time) on such
date;
(2) if, on any such Interest Determination Date, the screen rate is
unavailable, the Agent Bank will:
(a) request the principal London office of each of the Reference Banks to
provide the Agent Bank with its offered quotation to leading banks for
deposits in the relevant currency of the equivalent amount, and for a time
equal to the relevant period, in the London inter-bank market as at or
about 11.00 a.m. (London time) on such date; and
(b) calculate the arithmetic mean, rounded upwards to five decimal places, of
those quotations;
(3) if on any such Interest Determination Date, the screen rate is unavailable
and only two or three of the Reference Banks provide offered quotations,
the relevant rate for the relevant period will be the arithmetic mean of
the quotations as calculated in (2); and
30
(4) if fewer than two Reference Banks provide quotations, the Agent Bank will
consult with the Note Trustee and the relevant Issuer for the purpose of
agreeing a total of two banks to provide such quotations and the relevant
rate for the relevant period will be the arithmetic mean of the quotations
as calculated in (2). If no such banks agree then the relevant rate for
the relevant period will be the rate in effect for the last preceding such
period for which (1) or (2) was applicable;
"LIFE POLICY" means each life insurance and/or assurance policy which serves as
collateral security for the repayment of a Mortgage Loan;
"LLOYDS TSB" means Lloyds TSB Bank plc;
"LLOYDS TSB COLLECTION ACCOUNT" means the account in the name of Northern Rock
as Administrator (sort code 30/00/02, account number ▇▇▇▇▇▇▇) held with Lloyds
TSB Bank plc and maintained subject to the terms of the Collection Bank
Agreement or such additional or replacement account as may for the time being be
in place;
"LOAN REPURCHASE NOTICE" means the notice served upon the Seller by the
Mortgages Trustee or upon the Mortgages Trustee by the Seller requiring the
repurchase by or re-transfer to the Seller of specified Mortgage Loans and their
Related Security, as set forth in Schedule 7 to the Mortgage Sale Agreement;
"LONDON BUSINESS DAY" means a day (other than a Saturday or Sunday or public
holiday) on which banks are generally open for business in London;
"LONDON STOCK EXCHANGE" means at any time the London Stock Exchange plc or any
other Person which at that time administers and manages the primary market in
the United Kingdom upon which the Notes are formally admitted for public
trading;
"LOSSES" means the realised losses experienced on the Mortgage Loans which are
in the Mortgages Portfolio;
"LOSSES LEDGER" means the ledger of such name created and maintained by the Cash
Manager in the name of the Mortgages Trustee pursuant to the Cash Management
Agreement to record the Losses on the Mortgage Portfolio;
"LTV RATIO" or "LOAN-TO-VALUE RATIO" means , in respect of any Mortgage Loan
assigned to the Mortgages Trust, the ratio of the outstanding balance of such
Mortgage Loan to the value of the Mortgaged Property securing such Mortgage
Loan; and in respect of the Seller's decision as to whether to make a mortgage
loan to a prospective borrower and for purposes of determining whether a MIG
Policy is necessary in connection with a mortgage loan, the ratio of the
outstanding balance of such mortgage loan to the lower of the purchase price or
valuation of the mortgages property securing such mortgage loan as determined by
the relevant valuation by the Seller;
"LTV TESTS" mean two tests which assign a credit enhancement value (i) to each
Mortgage Loan in the Mortgage Portfolio based on its current LTV ratio and the
amount of mortgage indemnity cover on that Mortgage Loan, and (ii) calculated to
include any related unsecured portion of a Mortgage Loan in respect of the
Together product based on its current LTV ratio and the amount of mortgage
indemnity cover on that mortgage loan. The weighted average credit enhancement
value of the Mortgage Portfolio is then determined;
31
"MANDATES" means the resolutions, instructions and signature authorities
relating to any of the Barclays Collection Account, the Lloyds TSB Collection
Account, the Mortgages Trustee Bank Accounts, the Funding Bank Accounts and the
Issuer Transaction Accounts in the respective forms agreed between the relevant
parties from time to time in accordance with the Collection Bank Agreement, the
Bank Account Agreement, the relevant Funding (Issuer) Bank Account Agreement and
the relevant Issuer Bank Account Agreement, as applicable;
"MASTER DEFINITIONS SCHEDULE" means this Master Definitions Schedule signed for
the purposes of identification by ▇▇▇▇▇ & Wood and ▇▇▇▇▇▇▇▇ Chance Limited
Liability Partnership on or about the Initial Closing Date, as the same may be
amended, varied or supplemented from time to time, which is a schedule of the
definitions used in the Transaction Documents;
"MIG POLICIES" means the MIG insurance policy identified in paragraph 1 of
Schedule 4 (Insurance Contracts) to the Mortgage Sale Agreement and any
endorsements or extensions thereto as issued from time to time and any
additional, replacement or substitute MIG insurance policy which relates to the
Mortgage Loans in the Mortgages Portfolio from time to time;
"MINIMUM SELLER SHARE" means an amount included in the Initial Seller Share
which is calculated in accordance with Clause 9.2 (Fluctuation of Minimum Seller
Share on each Distribution Date) of the Mortgages Trust Deed and which, as at
the Initial Closing Date is {pound-sterling}50,000,000. The Minimum Seller Share
may be recalculated in accordance with the Mortgages Trust Deed;
"MONEY MARKET NOTES" means, in respect of any Issuer, the Money Market Notes as
defined in the relevant Issuer Master Definitions Schedule and eligible for
purchase by money market funds under Rule 2a-7 of the US Investment Company Act
of 1940, as amended;
"MONTHLY PAYMENT" means, in respect of a Mortgage Loan, the amount which the
applicable Mortgage Conditions require a Borrower to pay on a Monthly Payment
Date in respect of such Mortgage Loan;
"MONTHLY PAYMENT DATE" means, in respect of a Mortgage Loan, the date in each
month on which the relevant Borrower is required to make a payment of interest
and, if applicable, principal, in respect of such Mortgage Loan, as required by
the applicable Mortgage Conditions;
"▇▇▇▇▇'▇" means ▇▇▇▇▇'▇ Investors Services Inc. and includes any successor to
its rating business;
"MORTGAGE" means, in relation to a Mortgage Loan, the charge by way of legal
mortgage which secures the repayment of such Mortgage Loan;
"MORTGAGE ACCOUNT" means as the context requires (i) all Mortgage Loans secured
on the same Mortgaged Property and thereby forming a single mortgage account or
(ii) an account maintained by the Administrator in respect of a particular
Mortgage Loan to record all amounts due in respect of that Mortgage Loan
(whether by way of principal, interest or otherwise) and all amounts received in
respect thereof;
"MORTGAGE CONDITIONS" means, in relation to a Mortgage Loan, the terms and
conditions applicable to that Mortgage Loan and its Related Security as set out
in the relevant Seller's "Mortgage Conditions" booklet and the Seller's relevant
general conditions from time to time as varied by the relevant Mortgage Loan
Agreement and the relevant Mortgage Deed, and any variation or supplement
thereto;
32
"MORTGAGE DEED" means, in relation to each Mortgage, the deed creating such
Mortgage including, unless the context otherwise requires, the Mortgage
Conditions applicable thereto;
"MORTGAGE LOAN" means unless specified otherwise any mortgage loan and any
Permitted Replacement Mortgage Loan which is assigned by the Seller to the
Mortgages Trustee from time to time pursuant to the terms of the Mortgage Sale
Agreement and referenced by its mortgage loan identifier number and comprising
the aggregate of all principal sums, interest, costs, charges, expenses and
other monies (including all Further Advances) due or owing with respect to that
Mortgage Loan under the relevant Mortgage Conditions by a Borrower on the
security of a Mortgage from time to time outstanding or, as the context may
require, the Borrower's obligations in respect of the same;
"MORTGAGE LOAN AGREEMENT" means, in relation to any Mortgage Loan, the
agreement, facility letter or accepted offer of advance pursuant to which the
monies secured by the relevant Mortgage were advanced to the Borrower (as varied
from time to time in accordance with the applicable Mortgage Conditions and
including any modifying agreement within the meaning of Section 82 of the
Consumer Credit Act 1974 insofar as it relates to that Mortgage Loan);
"MORTGAGE LOAN FILES" means, in relation to each Mortgage Loan, the file or
files (including files kept in microfiche format or similar electronic data
retrieval system) containing correspondence between the Borrower and the Seller
and including the Standard Mortgage Documentation applicable to that Mortgage
Loan, each letter of offer in respect of such Mortgage Loan and other relevant
documents;
"MORTGAGE PORTFOLIO" means, on any particular date, the combined Initial
Mortgage Portfolio and any New Mortgage Portfolio which has been assigned to the
Mortgages Trustee on such date pursuant to the Mortgage Sale Agreement, taking
account of, among other things, the addition and/or removal of any Mortgage
Loans to or from that portfolio from the relevant Closing Date but excluding any
Mortgage Loan and its Related Security which has been redeemed in full or
repurchased by the Seller pursuant to Clause 8 (Warranties and Repurchase by the
Seller) of the Mortgage Sale Agreement;
"MORTGAGE RATE" means the rate at which interest accrues on a Mortgage Loan from
time to time;
"MORTGAGE SALE AGREEMENT" means the mortgage sale agreement entered into on or
about the Initial Closing Date among the Seller, the Mortgages Trustee, Funding
and the Security Trustee in relation to the assignment from time to time of the
Mortgage Portfolio to the Mortgages Trustee as may be amended, restated,
novated, varied or supplemented from time to time and shall include any
additional and/or replacement mortgage sale agreement entered into by such
parties from time to time in accordance with the Transaction Documents;
"MORTGAGE TERMS" means, in relation to a Mortgage Loan and the relevant
Mortgage, the applicable Mortgage Conditions;
"MORTGAGED PROPERTY" means, in relation to any Mortgage Loan, the freehold or
leasehold property in England and Wales and all rights and security attached or
appurtenant or related thereto and all buildings and fixtures thereon which are
subject to the Mortgage securing repayment of such Mortgage Loan;
"MORTGAGEE" means, in relation to any Mortgage Loan, the person for the time
being entitled to exercise the rights of the mortgagee under the relevant
Mortgage securing repayment of such Mortgage Loan;
33
"MORTGAGES TRUST" means the bare trust of the Trust Property as to both capital
and income, held by the Mortgages Trustee on trust absolutely for Funding (as to
the Funding Share) and the Seller (as to the Seller Share) pursuant to the
Mortgages Trust Deed so that each Beneficiary has an undivided beneficial
interest therein;
"MORTGAGES TRUST DEED" means the mortgages trust deed entered into among the
Mortgages Trustee, Funding and the Seller on 26 March 2001 as may be amended,
restated, novated, varied or supplemented from time to time and shall include
any additional and/or replacement mortgage trust deed entered into by such
parties from time to time in accordance with the Transaction Documents;
"MORTGAGES TRUSTEE" means Granite Finance Trustees Limited, a company
incorporated with limited liability under the laws of Jersey, registered number
79309;
"MORTGAGES TRUSTEE AVAILABLE REVENUE RECEIPTS" means on any Distribution Date an
amount equal to the aggregate of:
(a) Revenue Receipts received by the Mortgages Trustee in the immediately
preceding Trust Calculation Period,
(b) interest payable to the Mortgages Trustee on the Mortgages Trustee Bank
Accounts, which will be received on or prior to the relevant Distribution
Date, and
(c) any Contribution paid by the Seller to the Mortgages Trustee to fund any
Non-Cash Re-Draw in respect of any Flexible Mortgage Loan in the
immediately preceding Trust Calculation Period,
less
(d) Third Party Amounts,
PROVIDED THAT Revenue Receipts in paragraph (a) above shall for this purpose
include such amount of any Overpayment made by a Borrower in respect of a
Non-Flexible Mortgage Loan and standing to the credit of the Overpayments Ledger
as is applied on such date in reduction of any Underpayment of Interest made by
such Borrower in respect of such Mortgage Loan in the immediately preceding
Trust Calculation Period (provided that such Underpayment of Interest is made
prior to 31 December in the year in which such Overpayment is received from the
Borrower) in accordance with Clause 13.1 (Non-Flexible Mortgage Loans) of the
Mortgages Trust Deed;
"MORTGAGES TRUSTEE BANK ACCOUNTS" means the Mortgages Trustee Transaction
Account and the Mortgages Trustee GIC Account;
"MORTGAGES TRUSTEE COLLECTION ACCOUNTS AMOUNTS" means all amounts from time to
time standing to the credit of the Collection Accounts to the extent that such
amounts represent payments into the Collection Accounts of sums derived or
resulting from the Mortgage Loans and their Related Security sold to the
Mortgages Trustee pursuant to the Mortgage Sale Agreement;
"MORTGAGES TRUSTEE DISTRIBUTION OF PRINCIPAL RECEIPTS" means the order in which
the Cash Manager will apply the Mortgages Trustee Principal Receipts on each
Distribution Date, as set forth in Clause 11 (Distribution of Principal
Receipts) of the Mortgages Trust Deed;
"MORTGAGES TRUSTEE DISTRIBUTION OF REVENUE RECEIPTS" means the order in which
the Cash Manager will apply the Mortgages Trustee Available Revenue Receipts on
each Distribution Date, as set forth in Clause 10 (Distribution of Revenue
Receipts) of the Mortgages Trust Deed;
34
"MORTGAGES TRUSTEE GIC ACCOUNT MANDATE" means the resolutions, instructions and
signature authorities relating to the Mortgages Trustee GIC Account
substantially in the form set out in Schedule 1 to the Bank Account Agreement;
"MORTGAGES TRUSTEE GIC ACCOUNT" means the account in the name of the Mortgages
Trustee (sort code 30/16/63, account number ▇▇▇▇▇▇▇▇) held at the Account Bank
and maintained subject to the terms of Mortgages Trustee Guaranteed Investment
Contract and the Bank Account Agreement or such additional or replacement bank
account of the Mortgages Trustee as may for the time being be in place with the
prior consent of the Security Trustee which is subject to a Guaranteed
Investment Contract;
"MORTGAGES TRUSTEE GIC PROVIDER" means Lloyds TSB Bank plc, Jersey International
Branch, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Channel Islands or such other
person or persons as are for the time being the GIC provider to Funding under
the Funding Guaranteed Investment Contract and any Funding (Issuer) Guaranteed
Investment Contract;
"MORTGAGES TRUSTEE GUARANTEED INVESTMENT CONTRACT" means the guaranteed
investment contract dated on or about the Initial Closing Date between the
Mortgages Trustee, the Mortgages Trustee GIC Provider, the Security Trustee and
the Cash Manager under which the Mortgages Trustee GIC Provider agrees to pay
the Mortgages Trustee a guaranteed rate of interest on the balance of the
Mortgages Trustee GIC Account from time to time as may be amended, restated,
novated, varied or supplemented from time to time and shall include any
additional and/or replacement guaranteed investment contract entered into by
such parties from time to time in accordance with the Transaction Documents;;
"MORTGAGES TRUSTEE LEDGERS" means all of the ledgers as are required to be
maintained pursuant to Clause 15 (Ledgers) of the Mortgages Trust Deed;
"MORTGAGES TRUSTEE PRINCIPAL PRIORITY OF PAYMENTS" means the order in which the
Cash Manager will apply the Mortgages Trustee Principal Receipts on each
Distribution Date, as set forth in Clause 11 (Distribution of Principal
Receipts) of the Mortgages Trust Deed;
"MORTGAGES TRUSTEE PRINCIPAL RECEIPTS" means, on any Distribution Date, the
Principal Receipts received by the Mortgages Trustee in the immediately
preceding Trust Calculation Period which may be distributed, subject to Clause
13 (Overpayments) of the Mortgages Trust Deed, in accordance with Clause 11 of
the Mortgages Trust Deed;
"MORTGAGES TRUSTEE PRIORITY OF PAYMENTS" means, as applicable, the Mortgages
Trustee Revenue Priority of Payments or the Mortgages Trustee Principal Priority
of Payments;
"MORTGAGES TRUSTEE REVENUE PRIORITY OF PAYMENTS" means the order in which the
Cash Manager will apply the Mortgages Trustee Available Revenue Receipts on each
Distribution Date, as set forth in Clause 10 (Distribution of Revenue Receipts)
of the Mortgages Trust Deed;
"MORTGAGES TRUSTEE TRANSACTION ACCOUNT" means the account in the name of the
Mortgages Trustee (sort code 30/16/63, account number ▇▇▇▇▇▇▇▇) held at the
Account Bank and maintained subject to the terms of the Bank Account Agreement,
or such additional or replacement bank account of the Mortgages Trustee as may
for the time being be in place;
35
"MORTGAGES TRUSTEE TRANSACTION ACCOUNT MANDATE" means the resolutions,
instructions and signature authorities relating to the Mortgages Trustee
Transaction Account substantially in the form set out in Schedule 1 to the Bank
Account Agreement;
"NEW CLOSING DATE" means the date of any issue of New Notes by a New Issuer;
"NEW FUNDING SECURED CREDITOR" means any person identified as such in any Deed
of Accession executed pursuant to the Funding Deed of Charge by such person and
the other parties thereto;
"NEW INTERCOMPANY LOAN" means a loan of the net proceeds of any issue of New
Notes, such loan being advanced to Funding by a New Issuer pursuant to the terms
of a New Intercompany Loan Agreement;
"NEW INTERCOMPANY LOAN AGREEMENT" means a new intercompany loan agreement
entered into between Funding and a New Issuer in relation to a New Intercompany
Loan;
"NEW ISSUER" means a new wholly-owned subsidiary of Funding, which is
established to issue New Notes and to make a New Intercompany Loan to Funding;
"NEW MORTGAGE LOANS" means Mortgage Loans, other than the Initial Mortgage
Loans, which the Seller may assign, from time to time, to the Mortgages Trustee
after the Initial Closing Date pursuant to the Mortgage Sale Agreement;
"NEW MORTGAGE PORTFOLIO" means any portfolio of Mortgage Loans and their Related
Security which are assigned to the Mortgages Trustee on or about the relevant
Assignment Date, particulars of which are set out in the Schedule to each New
Mortgage Portfolio Notice delivered pursuant to the Mortgage Sale Agreement but
excluding any such Mortgage Loan and its Related Security which has been
redeemed in full on or before the relevant Assignment Date, and (subject where
applicable to the subsisting rights of redemption of the Borrowers) all right,
title, interest and benefit of the Seller in and to:
(a) all sums of principal, interest (including, for the avoidance of doubt,
all Accrued Interest, Arrears of Interest and Capitalised Arrears) and any
other sum due or to become due under or in respect of such Mortgage Loans
and their Related Security on or after such Closing Date and all sums of
interest and other sums payable (but not paid before such Closing Date) in
respect of any period before such Closing Date and including, without
limitation, the right to demand, ▇▇▇ for, recover and give receipts for
all such principal, interest or other amounts, the right to ▇▇▇ on all
covenants and undertakings made or expressed to be made in favour of the
Seller under the applicable Mortgage and all sums due or to become due in
respect of any Early Repayment Charge;
(b) the benefit of all securities for such principal, interest and other sums
payable (including without limitation any interest of the Seller in any
Life Policy), the benefit of all Deeds of Consent and Deeds of
Postponement, any Guarantee in respect of such Mortgage Loan or any other
collateral security for the repayment of the relevant Mortgage Loans
secured by the Mortgages;
(c) the right to exercise all the powers of the Seller in relation thereto
subject to and in accordance with the relevant Mortgage Conditions;
36
(d) all the estate and interest in the Mortgaged Properties in relation
thereto vested in the Seller;
(e) to the extent they are assignable, each Certificate of Title and Valuation
Report and any right of action of the Seller against any solicitor, valuer
or other person in connection with any report, valuation, opinion,
certificate or other statement of fact or opinion given in connection with
any Mortgage Loan and its Related Security in that portfolio of Mortgage
Loans, or any part thereof or affecting the decision of the Seller to make
or offer to make the relevant Mortgage Loan or part thereof;
(f) the Buildings Policies and Insurance Contracts, in each case so far as
they relate to such Mortgage Loans comprised in that portfolio of Mortgage
Loans and their Related Security, including the right to receive the
proceeds of all claims made or to be made by or on behalf of the Seller or
to which the Seller is or may become entitled;
(g) the MIG Policies, so far as they relate to such Mortgage Loans comprised
in that portfolio of Mortgage Loans and their Related Security, including
the right to receive of all claims made or to be made by or on behalf of
the Seller or to which the Seller is or may become entitled;
"NEW NOTES" means the notes issued and/or to be issued by the New Issuers to
investors;
"NEW START-UP LOAN" means a start-up loan made by a New Start-Up Loan Provider
to Funding under a New Start-Up Loan Agreement;
"NEW START-UP LOAN AGREEMENT" means any new start-up loan agreement entered into
from time to time between Funding and a New Start-Up Loan Provider pursuant to
which a New Start-Up Loan is advanced to Funding;
"NEW START-UP LOAN PROVIDER" means the lender under any New Start-Up Loan
Agreement;
"NEW TRUST PROPERTY" means, as the context requires, each New Mortgage Portfolio
from time to time assigned by the Seller to the Mortgages Trustee or as of any
Closing Date the New Mortgage Portfolio assigned to the Mortgages Trustee on
such date or as of any Distribution Date, any and all New Mortgage Portfolios
assigned by the Seller to the Mortgages Trustee during the immediately preceding
Trust Calculation Period;
"NEW YORK BUSINESS DAY" means a day (other than a Saturday or a Sunday or public
holiday) on which banks are generally open in the city of New York;
"NON-ASSET TRIGGER EVENT" means the occurrence of any of the following events:
(a) an Insolvency Event occurs in relation to the Seller;
(b) the role of the Seller as Administrator under the Administration Agreement
is terminated and a new Administrator is not appointed within 60 days; or
(c) the Current Seller Share is equal to or less than the Minimum Seller
Share;
"NON-CASH RE-DRAW" means an Authorised Underpayment or a Payment Holiday under a
Flexible Mortgage Loan included in the Mortgages Trust, which will result in the
Seller being required to pay to the Mortgages Trustee an amount equal to the
Unpaid Interest associated with that Authorised Underpayment or Payment Holiday;
37
"NON-CASH RE-DRAWS SUB LEDGER" means the sub-ledger of the Re-Draws Ledger,
which will be established by the Cash Manager on the Initial Closing Date in
order to record any Non-Cash Re-Draws made with respect to Flexible Mortgage
Loans;
"NON-FLEXIBLE MORTGAGE LOAN" means a Mortgage Loan other than a Flexible
Mortgage Loan;
"NON-FLEXIBLE OVERPAYMENTS SUB LEDGER" means the sub-ledger of the Overpayments
Ledger corresponding to Non-Flexible Mortgage Loans, which will be established
by the Cash Manager on the Initial Closing Date in order to record any
Overpayments made with respect to Non-Flexible Mortgage Loans;
"NON-FLEXIBLE UNDERPAYMENTS LEDGER" means the ledger maintained by the Cash
Manager in the name of the Mortgages Trustee pursuant to the Cash Management
Agreement to record any Underpayments made with respect to Non-Flexible Mortgage
Loans in the Mortgages Trust from time to time;
"NORTHERN ROCK COLLECTION ACCOUNTS AMOUNTS" means all amounts from time to time
standing to the credit of the Collection Accounts to the extent that such
amounts represent payments into the Collection Accounts of sums derived or
resulting from mortgage loans originated by Northern Rock which have not been
sold to the Mortgages Trustee pursuant to the Mortgage Sale Agreement;
"NORTHERN ROCK" means Northern Rock plc (registered number 3273685), a public
limited company incorporated under the laws of England and Wales, whose
registered office is at ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇;
"NOTE DETERMINATION DATE" means, in relation to the First Issuer, the First
Issuer Note Determination Date and in relation to any New Notes, the
Distribution Date immediately preceding the Payment Date;
"NOTE ENFORCEMENT NOTICE" means, in relation to the First Issuer, the First
Issuer Note Enforcement Notice and in relation to any New Issuer, a notice
issued by the Note Trustee to such Issuer and the Security Trustee declaring the
Notes issued by such Issuer or any class of such Notes to be due and repayable
pursuant to Conditions of such New Notes;
"NOTE EVENT OF DEFAULT" means, in relation to the First Issuer, a First Issuer
Note Event of Default and in relation to any New Issuer, the occurrence of an
event of default by the relevant Issuer as specified in the relevant Conditions
of the Notes issued by such New Issuer;
"NOTEHOLDERS" means, in relation to the First Issuer Notes, the Class A
Noteholders, the Class B Noteholders and the Class C Noteholders or any of them
and, in relation to any New Notes, the holders for the time being of such New
Notes;
"NOTE PRINCIPAL PAYMENT" means the principal amount redeemable from time to time
on each Note in accordance with the Conditions;
"NOTES" means in relation to the First Issuer, the First Issuer Notes and, in
relation to any New Issuer, the New Notes issued by such New Issuer;
"NOTE TRUSTEE" means The Bank of New York, or such person or persons for the
time being acting as note trustee or trustees under the Trust Deeds relating to
the Notes;
"OFFER CONDITIONS" means the terms and conditions applicable to a specified
Mortgage Loan as set out in the relevant offer letter to the Borrower;
38
"OFFICIAL LIST" means the Official List maintained by the UK Listing Authority;
"OPERATING AGREEMENTS" means the Administration Agreement, the Mortgage Sale
Agreement, the Seller's Power of Attorney and the Mortgages Trust Deed;
"OPTION EXERCISE DATE" means the date on which the Post-Enforcement Call Option
Holder exercises its option to acquire all of the Notes outstanding as at such
date, together with accrued interest thereon;
"OUTSTANDING PRINCIPAL BALANCE" means:
(a) in relation to any Note and as of any date, means the unpaid principal
balance of that Note at such date; and
(b) in relation to any Intercompany Loan and as of any date, means the unpaid
principal balance of that Intercompany Loan at such date;
"OVERPAYMENT" means in respect of any Mortgage Loan, any additional amounts of
Principal Receipts received in a month above the regular, scheduled Monthly
Payment, paid by the relevant Borrower which (a) is permitted by the terms of
such Mortgage Loan or by agreement with the Borrower and (b) reduces the Current
Balance of such Mortgage Loan;
"OVERPAYMENTS LEDGER" means the ledger of such name maintained by the Cash
Manager in the name of the Mortgages Trustee pursuant to the Cash Management
Agreement to record Overpayments on Mortgage Loans in the Mortgages Trust from
time to time which ledger will be sub-divided into two sub ledgers: (i) the
Non-Flexible Overpayments Sub Ledger corresponding to Overpayments made on
Non-Flexible Mortgage Loans, and (ii) the Flexible Overpayments Sub Ledger
corresponding to Overpayments made on Flexible Mortgage Loans;
"PAYING AGENT AND AGENT BANK AGREEMENT" means, in relation to the First Issuer,
the First Issuer Paying Agent and Agent Bank Agreement and, in relation to any
New Issuer, has the meaning specified under the relevant Issuer Transaction
Documents;
"PAYING AGENTS" means in relation to the First Issuer, the Principal Paying
Agent and the US Paying Agent initially appointed as paying agents pursuant to
the First Issuer Paying and Agent Bank Agreement and, in relation to any New
Issuer, the Principal Paying Agent and US Paying Agent appointed pursuant to the
Paying Agent and Agent Bank Agreement relating to that New Issuer or, if
applicable, any successor paying agents;
"PAYMENT DATE" means, in relation to the First Issuer, the twentieth day of
July, October, January and April in each year or, if such day is not a Business
Day, the next succeeding Business Day, beginning in July 2001, and, in relation
to any New Issuer, has the meaning specified under the relevant Issuer Master
Definitions Schedule;
"PAYMENT HOLIDAY" means, in respect of any Flexible Mortgage Loan, a period of
one or more Monthly Payment Dates when the relevant Borrower under such Mortgage
Loan is permitted by the Seller in accordance with the relevant Mortgage
Conditions not to make its regular Monthly Payment;
"PERFECTION" means the perfection of the assignment of the Mortgage Portfolio
pursuant to and in accordance with Clause 6 (Perfection of the Assignment) of
the Mortgage Sale Agreement;
"PERFECTION DATE" means the date of any Perfection;
39
"PERFECTION EVENT" means any of the events specified in Clause 6.1 (Perfection
Events) of the Mortgage Sale Agreement;
"PERMITTED PRODUCT SWITCH" means any variation in the financial terms and
conditions of a Mortgage Loan in which a Borrower exchanges its then-current
Mortgage Loan product for a different mortgage loan product offered by the
Seller or (in limited circumstances) the Administrator from time to time,
provided that such new mortgage loan for which the prior Mortgage Loan is to be
exchanged is a Permitted Replacement Mortgage Loan, and further provided that no
such product switch shall be permitted unless at the date of such product switch
each of the conditions set out in Clause 4.2 (Conditions to Effecting an
Assignment of New Mortgage Loans) of the Mortgage Sale Agreement is satisfied
(save to the extent that conditions (a), (c), (k), (n) and (o) of such Clause
must only be satisfied on the most recent Assignment Date for the assignment of
New Mortgage Loans to the Mortgages Trust);
"PERMITTED REPLACEMENT MORTGAGE LOAN" means a mortgage loan (i) that is subject
to a variable rate of interest, (ii) that has a Maturity Date prior to January
2039, and (iii) upon which the related Borrower has made at least one Monthly
Payment;
"PERSON" means a reference to any person, individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organisation, governmental entity or other entity of
similar nature (whether or not having separate legal personality);
"POST-ENFORCEMENT CALL OPTION AGREEMENT" means the post-enforcement call option
agreement entered into on or about a Closing Date between the relevant Issuer,
the relevant Post-Enforcement Call Option Holder, the Note Trustee and the Note
Depository;
"POST-ENFORCEMENT CALL OPTION HOLDER" means, in respect to the First Issuer,
GPCH Limited, a company incorporated with limited liability under the laws of
England and Wales, registered number 4128437, or such other person or persons
for the time being acting as post-enforcement call option holder under the
relevant Post-Enforcement Call Option Agreement, and, in relation to any New
Issuer, has the meaning specified under the relevant Issuer Master Definitions
Schedule;
"POTENTIAL INTERCOMPANY LOAN EVENT OF DEFAULT" means the occurrence of any event
which with the giving of notice, any relevant certificate, the lapse of time or
fulfilment of any other condition (or any combination of the foregoing) would
become an Intercompany Loan 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;
"PREVIOUS INTERCOMPANY LOAN" means a loan made by any Previous Issuer to Funding
on the Closing Date relating to such Previous Issuer under the relevant Previous
Intercompany Loan Agreement;
"PREVIOUS INTERCOMPANY LOAN AGREEMENT" means an intercompany loan agreement
entered into on the relevant Closing Date between, among others, Funding and a
Previous Issuer;
"PREVIOUS ISSUER" means a wholly-owned subsidiary of Funding, which was
established to issue Previous Issuer Notes and to make a Previous Issuer
Intercompany Loan to Funding;
40
"PREVIOUS ISSUER NOTES" means the notes issued by any Previous Issuer;
"PREVIOUS START-UP LOAN" means the start-up loan that any Previous Start-up Loan
Provider made available to Funding on the Closing Date relating to such Previous
Issuer pursuant to the relevant Previous Start-up Loan Agreement;
"PREVIOUS START-UP LOAN AGREEMENT" means a start-up loan agreement entered into
on the relevant Closing Date as amended from time to time between Funding, the
Previous Start-up Loan Provider and the Security Trustee;
"PREVIOUS START-UP LOAN PROVIDER" means Northern Rock in its capacity as
start-up loan provider under the relevant Previous Start-up Loan Agreement;
"PRINCIPAL DEFICIENCY LEDGER" means, in relation to any Issuer, the ledger of
such name maintained by the Issuer Cash Manager pursuant to the Issuer Cash
Management Agreement, comprising such sub-ledgers as relate to the classes of
Notes of differing ratings issued by such Issuer as contemplated in the relevant
Issuer Cash Management Agreement;
"PRINCIPAL DISTRIBUTION" means, in relation to the Mortgages Trust, any
distribution by the Mortgages Trustee to any Beneficiary pursuant to Clause 11
(Distribution of Principal Receipts) or Clause 6.3 (Special Distribution) of the
Mortgages Trust Deed;
"PRINCIPAL DIRECTIONS" means, with respect to the Security Trustee, the
directions of the Note Trustee(s) for the Holders of the highest ranking class
of Notes outstanding (meaning the Class A Notes for so long as there are Class A
Notes outstanding and thereafter, the Class B Notes so long as there are no
Class A Notes outstanding and thereafter, the Class C Notes so long as there are
neither Class A Notes nor Class B Notes outstanding and thereafter, the Class D
Notes for so long as there are no Class A Notes, Class B Notes nor Class C Notes
outstanding;
"PRINCIPAL LEDGER" means the ledger maintained by the Cash Manager in the name
of the Mortgages Trustee pursuant to the Cash Management Agreement to record the
Principal Receipts on the Mortgage Loans and distributions of such Principal
Receipts to the Seller and Funding on each Distribution Date;
"PRINCIPAL RECEIPTS" means in relation to the Mortgages Trustee any payment in
respect of principal received in respect of any Mortgage Loan, whether as all or
part of a Monthly Payment in respect of such Mortgage Loan, on redemption
(including partial redemption) of such Mortgage Loan, on enforcement or on the
disposal of such Mortgage Loan or otherwise (including payments pursuant to any
Insurance Policy)(and which may include the amount of any Overpayment in respect
of any Non-Flexible Mortgage Loan, but only to the extent permitted by Clause
13.1 (Non-Flexible Mortgage Loans) of the Mortgages Trust Deed, and which also
may include the amount of any Further Contribution made by Funding from time to
time);
"PROCEEDINGS" means any suit, action or proceedings arising out of or in
connection with any of the Transaction Documents;
"PRODUCT SWITCH" means a variation to the financial terms and conditions of any
Mortgage Loan but excluding:
(a) any variation in the financial terms and conditions of a Mortgage Loan
involving a Permitted Product Switch;
41
(b) variation agreed with a Borrower to control or manage arrears on a
Mortgage Loan;
(c) variation in the maturity date of a Mortgage Loan unless, while the First
Issuer Intercompany Loan is outstanding, it is extended beyond January
2039;
(d) variation imposed by statute;
(e) variation of the rate of interest payable in respect of Mortgage Loan
where that rate is offered to the Borrowers of more than 10 per cent. by
Current Balance of Mortgage Loans comprised in the Trust Property in any
Interest Period;
(f) a change between interest-only and repayment mortgage loans;
(g) a transfer of equity; and/or
(h) a release of a party to a mortgage loan or a release of part of the land
subject to the mortgage;
"PROPERTIES IN POSSESSION POLICY" means the properties in possession insurance
policy identified in paragraph 2(e) of Schedule 4 (Insurance Contracts) to the
Mortgage Sale Agreement and any endorsements or extensions thereto as issued
from time to time and any additional, replacement or substitute properties in
possession insurance policy which relates to Mortgage Loans in the Mortgages
Trust from time to time;
"PS/FA EVENT" means the occurrence of either (i) confirmation from Northern Rock
that it will purchase the relevant Mortgage Loans which are subject to any
Further Advances or Product Switches (other than Re-Fixed Mortgage Loans) in
accordance with Clause 8.5 (Repurchase of Product Switches and Further Advances)
under the Mortgage Sale Agreement or (ii) any Mortgage Loan becoming a Re-Fixed
Mortgage Loan;
"PURCHASE PRICE" means:
(a) in respect of the Initial Mortgage Portfolio, the amount payable therefor
by the Mortgages Trustee pursuant to Clause 3.2 (Purchase Price) of the
Mortgage Sale Agreement; and
(b) in respect of each New Mortgage Portfolio, the amount payable therefor by
the Mortgages Trustee pursuant to Clause 4.5 (Purchase Price) of the
Mortgage Sale Agreement;
"RATING AGENCIES" means S&P, ▇▇▇▇▇'▇ and Fitch, and "RATING AGENCY" means any of
them;
"RECEIVER" means, in relation to the Funding Deed of Charge, any person or
persons appointed (and any additional person or persons appointed or
substituted) as an administrative receiver, receiver, manager, or receiver and
manager of the Funding Charged Property by the Security Trustee pursuant the
Funding Deed of Charge and in relation to any Issuer Deed of Charge, any person
or persons appointed (and any additional person or persons appointed or
substituted) pursuant thereto by the Note Trustee as an administrative receiver,
receiver, manager, or receiver and manager of the property charged or secured
under such Issuer Deed of Charge;
"RE-DRAW" means either a Cash Re-Draw or a Non-Cash Re-Draw;
42
"RE-DRAWS LEDGER" means the ledger maintained by the Cash Manager in the name of
the Mortgages Trustee pursuant to the Cash Management Agreement to record
Re-Draws on Flexible Mortgage Loans in the Mortgages Trust from time to time
which ledger shall be sub-divided into two sub ledgers: (i) the Non-Cash
Re-Draws Sub Ledger corresponding to Non-Cash Re-Draws and (ii) the Cash
Re-Draws Sub Ledger corresponding to Cash Re-Draws;
"RE-FIXED MORTGAGE LOAN" means, as at any given date, a Mortgage Loan which on
or before such date had been a Fixed Rate Mortgage Loan in respect of which the
fixed period by reference to which the relevant fixed interest was charged had
come to an end, but as at or before that such date, the interest charged under
such Mortgage Loan was again fixed for a further fixed period by the Seller or
the Administrator as the case may be (following an election by the Borrower) in
accordance with the original terms of the Fixed Rate Mortgage Loan;
"REGISTERED LAND" means land, title to which is registered at H.M. Land
Registry;
"REGISTERED TRANSFER" means, in relation to Registered Land, a deed of transfer
of a Mortgage or Mortgages over registered land in the form referred to in
paragraph (a) of Clause 6.3 (Transfer Documents) of the Mortgage Sale Agreement
with such modifications as may be permitted from time to time in accordance with
such Clause;
"REG S" means Regulation S under the United States Securities Act of 1933, as
amended;
"REG S GLOBAL NOTE CERTIFICATES" or "REGULATION S GLOBAL NOTE CERTIFICATES"
means the Global Note Certificates in registered form representing the Reg S
Notes;
"REG S INDIVIDUAL NOTE CERTIFICATES" or "REGULATION S INDIVIDUAL NOTE
CERTIFICATES" means the Individual Note Certificates in registered form
representing the Reg S Notes;
"REG S NOTES" means generally all Notes which are issued pursuant to Reg S and
in relation to an Issuer means the Notes issued or to be issued by that Issuer
pursuant to Reg S;
"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 First Issuer Paying Agent and Agent Bank Agreement;
"RELATED SECURITY" means, in relation to a Mortgage Loan, the security for the
repayment of such Mortgage Loan including the relevant Mortgage and all other
documents, matters and things related thereto acquired and referred to as part
of the Initial Mortgage Portfolio or, as the case may be, the New Mortgage
Portfolio, sold to the Mortgages Trustee pursuant to the Mortgage Sale Agreement
and which constitute all or part of the security for the payment of all sums due
in respect of such Mortgage Loan, including for the avoidance of doubt,
guarantees, MIG Policies and assignments and charges over Life Policies;
"RELEVANT DISTRIBUTION" has the meaning given to it in Clause 4.2
(Consideration) of the Mortgages Trust Deed;
"REPAYMENT MORTGAGE LOAN" means a Mortgage Loan in respect of which the Borrower
is under an obligation to the mortgagee to make monthly payments of principal so
that the whole principal (in addition to interest) is repaid by the stated
maturity date for that Mortgage Loan;
"REPRESENTATIONS AND WARRANTIES" means the representations and warranties set
out in Schedule 1 (Representations and Warranties) to the Mortgage Sale
Agreement;
43
"REVENUE LEDGER" means the ledger maintained by the Cash Manager in the name of
the Mortgages Trustee pursuant to the Cash Management Agreement to record
Revenue Receipts received by the Mortgages Trustee and the payment of the same
on each Distribution Date in accordance with the terms of the Mortgages Trust
Deed;
"REVENUE RECEIPTS" means, in relation to the Mortgages Trustee, any payment
received in respect of any Mortgage Loan, whether as all or part of a Monthly
Payment in respect of such Mortgage Loan, on redemption (including partial
redemption) of such Mortgage Loan, on enforcement of such Mortgage Loan
(including the proceeds of sale thereof), on the disposal of such Mortgage Loan
or otherwise (including payments pursuant to any Insurance Policy) which in any
such case is not a Principal Receipt in respect of such Mortgage Loan;
"RIGHT TO BUY MORTGAGE LOAN" means a Mortgage Loan in respect of which the
"right to buy" provisions of the Housing ▇▇▇ ▇▇▇▇ apply (other than any Mortgage
Loan in respect of which the period during which the statutory charge referred
to in section 156 of that Act would have existed, had the relevant circumstances
applied, has expired);
"S&P" and "STANDARD & POOR'S" means Standard & Poor's Rating Services, a
division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., and includes any successor to its
rating business;
"SEC" means the United States Securities and Exchange Commission;
"SECOND ISSUER" means Granite Mortgages 01-2 plc;
"SECOND ISSUER LIQUIDITY REQUIRED AMOUNT" means an amount as of any Payment Date
equal to the excess, if any, of 3% of the aggregate outstanding balance of the
Notes on that Payment Date over amounts standing to the credit of the Issuer
Reserve Fund on that Payment Date;
"SECURITIES ACT" means the United States Securities Act of 1933, as amended;
"SECURITY DOCUMENTS" means the any Issuer Deed of Charge and the Funding Deed of
Charge and each Deed of Accession entered into pursuant to the Funding Deed of
Charge and any other security document entered into pursuant to any of the
foregoing;
"SECURITY INTEREST" or "ENCUMBRANCE" means any mortgage or sub mortgage,
standard security, charge or sub charge (whether legal or equitable),
encumbrance, pledge, lien, hypothecation, assignment by way of security or other
security interest or title retention arrangement and any agreement, trust or
arrangement having substantially the same economic or financial effect as any of
the foregoing (other than a lien arising in the ordinary course of business or
by operation of law);
"SECURITY POWER OF ATTORNEY FOR FUNDING" means the power of attorney granted by
Funding in favour of the Security Trustee on the Initial Closing Date pursuant
to the Funding Deed of Charge;
"SECURITY TRUSTEE" means, The Bank of New York, whose principal office is at One
Canada Square, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, or such other persons and all other
persons for the time being acting as the security trustee or security trustees
pursuant to the Funding Deed of Charge;
"SELLER" means Northern Rock plc;
"SELLER SHARE" means, prior to the first Distribution Date, the Initial Seller
Share and thereafter, shall mean the Current Seller Share;
"SELLER SHARE LEDGER" means a ledger which shall record the Seller Share of the
Trust Property and the Seller Share Percentage;
44
"SELLER SHARE PERCENTAGE" means, prior to the first Distribution Date, the
Initial Seller Share Percentage and thereafter shall mean the Current Seller
Share Percentage;
"SELLER'S POLICY" means the originating, lending and underwriting,
administration, arrears and enforcement policies and procedures which are
applied from time to time by the Seller to mortgage loans and the security for
their repayment which are beneficially owned solely by the Seller and which may
be amended by the Seller from time to time;
"SELLER'S POWER OF ATTORNEY" means the power of attorney granted by the Seller
in favour of Funding, the Mortgages Trustee and the Security Trustee on the
Initial Closing Date, substantially in the form set out in Schedule 10 (Power of
Attorney in favour of the Mortgages Trustee, Funding and the Security Trustee)
to the Mortgage Sale Agreement;
"SERIES" in relation to any Notes issued by any Issuer has the meaning given to
it in the relevant Issuer Master Definitions Schedule;
"SERVICES" has the meaning set out in Clause 3.1 (General) of the Administration
Agreement;
"SHARE TRUST DEED" means the share trust deed dated 23 January 2001 between the
Share Trustee and Holdings as has been and may be amended, restated, novated,
varied or supplemented from time to time;
"SHARE TRUSTEE" means The Law Debenture Intermediary Corporation P.L.C. as share
trustee under the Share Trust Deed;
"SHARED ISSUER PRINCIPAL RECEIPTS" has the meaning given in the rules for
application of Funding Available Principal Receipts under the Funding
Pre-Enforcement Principal Priority of Payments set out in Part II of Schedule 3
to the Funding Deed of Charge;
"SHARED ISSUER REVENUE RECEIPTS" has the meaning given in the rules for
application of Funding Available Revenue Receipts under the Funding
Pre-Enforcement Revenue Priority of Payments set out in Part I of Schedule 3 to
the Funding Deed of Charge;
"SHORTFALL" or "INTEREST RATE SHORTFALL" means, as of any Payment Date and in
respect of Funding, a deficiency of Funding Available Revenue Receipts over the
amounts due by Funding under the Funding Pre-Enforcement Revenue Priority of
Payments on such Payment Date, and, as of any Payment Date and in respect of any
Issuer, the deficiency of Issuer Allocable Revenue Receipts over the amounts due
by such Issuer under the relevant Issuer Pre-Enforcement Revenue Priority of
Payments, as the context requires;
"SPECIAL DISTRIBUTION" has the meaning given to it in Clause 6.3 (Special
Distribution) of the Mortgages Trust Deed;
"SPECIAL REPAYMENT NOTES" means, in relation to the Second Issuer, the
{pound-sterling}10,000,000 Series 2 Class D Floating Rate Notes issued by the
Second Issuer and, in relation to any other Issuer, means any Series and/or
class of Notes issued by such Issuer that are either:
(a) interest only Notes; or
(b) Notes, the Outstanding Principal Balance of which is to be repaid solely
from the Issuer Available Revenue Receipts,
and that are designated as Special Repayment Notes in the Issuer Master
Definitions Schedule relating to such Issuer;
45
"SPECIFIED DATE" means the date on which the United Kingdom participates in the
third stage of European economic and monetary union pursuant to the Treaty
establishing the European Community or otherwise participates in European
economic and monetary union in a manner with an effect similar to such third
stage;
"STANDARD DOCUMENTATION" or "STANDARD MORTGAGE DOCUMENTATION" means:
(a) in relation to the First Issuer the standard documentation referred to in
Schedule 12 (Standard Documentation) to the Mortgage Sale Agreement as at
26 March 2001,
(b) in relation to the Second Issuer, the standard documentation referred to
in Schedule 12 (Standard Documentation) to the Mortgage Sale Agreement as
at 28 September 2001, and
(c) in relation to any other Issuer, the standard documentation referred to in
Schedule 1 (Standard Documentation) to the relevant Issuer Master
Definitions Schedule
or, in each case, any update or replacement therefor as the Seller may from time
to time introduce acting in accordance with the standards of a reasonable,
prudent mortgage lender;
"STANDARD VARIABLE RATE" or "SVR" means, as applicable, the Northern Rock
standard variable mortgage base rate and/or the standard variable mortgage base
rate applicable to Mortgage Loans within the Mortgages Trust in accordance with
the Mortgage Conditions;
"START-UP LOAN" means the start-up loan that the Start-up Loan Provider shall
make available to Funding pursuant to the Start-up Loan Agreement;
"START-UP LOAN AGREEMENT" means the agreement entered into on or about the
Initial Closing Date between Funding, the Start-up Loan Provider and the
Security Trustee relating to the provision of the Start-up Loan to Funding as
may be amended, restated, novated, varied or supplemented from time to time and
shall include any additional and/or replacement start-up loan agreement entered
into by such parties in accordance with the Transaction Documents;
"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;
"STEP-UP DATE" means the Payment Date in respect of an Issuer on which the
interest rate on the Notes issued by such Issuer increases by a pre-determined
amount following the payment made by such Issuer on such Payment Date, which
date in respect of the First Issuer is the Payment Date occurring in January
2008, and, in relation to any New Issuer, has the meaning specified under the
relevant Issuer Master Definitions Schedule;
"SUBSIDIARY" means (a) a subsidiary as defined in Section 736 of the Companies
▇▇▇ ▇▇▇▇ and (b) unless the context requires otherwise, a subsidiary undertaking
within the meaning of Section 258 of the Companies ▇▇▇ ▇▇▇▇;
46
"SUBORDINATED PRINCIPAL TEST" means:
(a) in respect of the First Issuer Notes, the test which is satisfied (1) on
any Payment Date occurring on or after the fourth anniversary of the
Initial Closing Date; and (2) on any Payment Date on which (a) the
percentage equal to the aggregate Principal Amount Outstanding of the
Class B Notes and the Class C Notes as at that Payment Date over the
aggregate Principal Amount Outstanding of the First Issuer Notes as at
that Payment Date is greater than (b) the product of (i) 2 and (ii) the
percentage equal to the aggregate Principal Amount Outstanding of the
Class B Notes and the Class C Notes as at the Initial Closing Date over
the aggregate Principal Amount Outstanding of the First Issuer Notes as at
the Initial Closing Date; or
(b) in respect of any New Notes issued by any New Issuer, has the meaning
given to it under the relevant Issuer Transaction Documents and as defined
in the Issuer Master Definitions Schedule relating to that New Issuer;
"SWAP AGREEMENT" means, for any Issuer, any of the Basis Rate Swap Agreement,
each Currency Swap Agreement or any other ISDA Master Agreement, Schedule and
Confirmation thereto entered into among such Issuer, the relevant Swap Provider
and the Note Trustee, as may be amended, restated, novated, varied or
supplemented from time to time, and shall include any additional and/or
replacement swap agreement entered into by such Issuer from time to time in
connection with the Notes issued by such Issuer
"SWAP PROVIDER" means either of the Currency Swap Provider and/or the Basis Rate
Swap Provider, as the context requires, or any other swap provider appointed
from time to time in accordance with the Transaction Documents;
"TARGET BUSINESS DAY" means a day on which the Trans-European Automated
Real-time Gross settlement Express (TARGET) system is open;
"TAXES" means all present and future taxes, levies, imposts, duties (other than
stamp duty), fees, deductions, withholdings or charges of any nature whatsoever
and wheresoever imposed, including, without limitation, value added tax or other
tax in respect of added value and any franchise, transfer, sales, gross
receipts, use, business, occupation, excise, personal property, real property or
other tax imposed by any national, local or supranational taxing or fiscal
authority or agency together with any penalties, fines or interest thereon and
"TAX" and "TAXATION" shall be construed accordingly;
"TERMS AND CONDITIONS" has the same meaning as "CONDITIONS";
"THIRD PARTY AMOUNTS" means:
(a) payments of insurance premiums, if any, due to the Seller in respect of
any Insurance Policy arranged by the Seller and/or the MIG provider to the
extent not paid or payable by the Seller (or to the extent such insurance
premiums have been paid by the Seller in respect of any Further Advance
which is not repurchased by the Seller to reimburse the Seller);
(c) amounts under an unpaid Direct Debit which are repaid by the Administrator
to the bank making such payment if such bank is unable to recoup that
amount itself from the relevant customer's account;
47
(c) other charges the benefit of which have been re-assigned to the Seller
(excluding Early Repayment Charges); and/or
(d) recoveries in respect of amounts deducted from Mortgage Loans as described
in paragraphs (a) through (e) of Clause 8.5 (Adjustments to Trust
Property) (inclusive) of the Mortgages Trust Deed;
"TITLE DEEDS" means, in relation to each Mortgage Loan and its Related Security
and the Mortgaged Property relating thereto, all conveyancing deeds and
documents which make up the title to the Mortgaged Property and the security for
the Mortgage Loan and all searches and enquiries undertaken in connection with
the grant by the Borrower of the related Mortgage including, in the case of
Registered Land, the relevant Charge Certificate;
"TOGETHER CONNECTIONS BENEFIT" means the amount by which:
(a) the interest that would be payable on the Combined Debit Balance at the
Connection Interest Rate exceeds:
(b) the interest at the Connection Interest Rate that would be payable on the
amount by which the Combined Debit Balance exceeds the Combined Credit
Balance;
"TOGETHER CONNECTION CONDITIONS" means the Mortgage Conditions of the Seller
identified as Together Connection Conditions;
"TOGETHER CONNECTIONS MORTGAGE LOANS" means a Flexible Mortgage Loan which has
the same basic features as a Together Mortgage Loan, but also allows the
Borrower to link the Mortgage Loan with certain accounts that are held with the
Seller, the balance amounts of which, pursuant to the Together Connection
Conditions, are required to be included in the calculation of the Combined
Credit Balance;
"TOGETHER MORTGAGE LOAN" means a type of Flexible Mortgage Loan which allows a
Borrower to obtain an additional drawdown loan and, in some cases, a credit
card;
"TOTAL PROPERTY" means at any time the aggregate amount standing to the credit
of the Collection Accounts and held by Northern Rock on trust for the Mortgages
Trustee and itself, subject to and in accordance with the Collection Bank
Agreement;
"TRANSACTION DOCUMENT" means any of the following documents:
(a) the Subscription Agreement;
(b) the Underwriting Agreement;
(c) the First Issuer Intercompany Loan Agreement;
(d) the Mortgages Trust Deed;
(e) the Mortgage Sale Agreement;
(f) the First Issuer Deed of Charge;
(g) the Funding Deed of Charge;
48
(h) the Basis Rate Swap Agreement;
(i) each Currency Swap Agreement;
(j) the Depository Agreement;
(k) the First Issuer Trust Deed;
(l) the First Issuer Paying Agent and Agent Bank Agreement;
(m) the Administration Agreement;
(n) the Cash Management Agreement;
(o) the First Issuer Cash Management Agreement;
(p) the Funding Guaranteed Investment Contract;
(q) the Funding (First Issuer) Guaranteed Investment Contract;
(r) the Mortgages Trustee Guaranteed Investment Contract;
(s) the Post-Enforcement Call Option Agreement;
(t) the Bank Account Agreement;
(u) the Funding (First Issuer) Bank Account Agreement;
(v) the First Issuer Bank Account Agreement;
(w) the Collection Bank Agreement;
(x) the Start-Up Loan Agreement;
(y) the Loyalty Discount Deed;
(z) the First Issuer Corporate Services Agreement;
(aa) the Share Trust Deed; and
(bb) each Corporate Services Agreement.
"TRANSACTION" means the transaction contemplated by the Transaction Documents;
"TRIGGER EVENT" means any of an Asset Trigger Event or a Non-Asset Trigger
Event, as the case may be;
"TRUST CALCULATION PERIOD" means the period from (and including) the first date
of each calendar month (or in the case of the first such Trust Calculation
Period, the Initial Closing Date) to (and including) the last day of the same
calendar month;
"TRUST CORPORATION" means a corporation entitled by rules made under the Public
Trustee ▇▇▇ ▇▇▇▇, or entitled pursuant to any comparable legislation applicable
to a trustee in any jurisdiction, to carry out the function of a custodian
trustee;
49
"TRUST DETERMINATION DATE" means the first day (or, if not a London Business
Day, the next succeeding London Business Day) of each calendar month;
"TRUST INDENTURE ACT" means the United States Trust Indenture Act of 1939, as
amended;
"TRUST PROPERTY" means:
(a) the Initial Trust Property;
(b) the Closing Trust Property (excluding any Mortgage Loans that have been
repurchased by the Seller pursuant to the Mortgage Sale Agreement and any
Early Repayment Charge Receipts that have been paid to the Seller pursuant
to the Mortgage Sale Agreement);
(c) any New Trust Property (excluding any Mortgage Loans that have been
repurchased by the Seller pursuant to the Mortgage Sale Agreement and any
Early Repayment Charge Receipts that have been paid to the Seller pursuant
to the Mortgage Sale Agreement);
(d) any Contribution made from time to time to the Mortgages Trustee by any
Beneficiary until it has been applied by the Mortgages Trustee in
accordance with the Mortgages Trust Deed;
(e) any Re-Draw made under a Flexible Mortgage Loan which forms part of the
Trust Property;
(f) any Further Advances made by the Seller to existing Borrowers which are
assigned to the Trust in accordance with the Mortgage Sale Agreement;
(g) amounts on deposit (and interest earned on such amounts) from time to time
in the Mortgages Trustee Bank Accounts;
(h) any Permitted Replacement Mortgage Loan and its Related Security
(excluding any Early Repayment Charge Receipts that have been paid to the
Seller pursuant to the Mortgage Sale Agreement) relating to a Permitted
Product Switch;
(i) the proceeds of sale of any Mortgage Loan and its Related Security forming
part of the Trust Property;
(j) all other property which shall form part of the Trust Property pursuant to
Clause 2 (Creation of Mortgages Trust) of the Mortgages Trust Deed;
less
(1) any actual Losses in relation to the Mortgage Loans and any actual
reductions occurring in respect of the Mortgage Loans as described in
Clause 8.5 (Adjustments to Trust Property) of the Mortgages Trust Deed;
and
(2) distributions of principal made from time to time to the Beneficiaries of
the Mortgages Trust.
"TRUSTEE ACTS" means the Trustee ▇▇▇ ▇▇▇▇ and the Trustee ▇▇▇ ▇▇▇▇;
"UK ACCOUNT BANK" means Lloyds TSB Bank plc, London Branch;
"UK LISTING AUTHORITY" means at any time the Financial Services Authority in its
capacity as competent authority for the purposes of Part VI of the Financial
Services and Markets ▇▇▇ ▇▇▇▇ or such other Person which at that time performs
an analogous role in relation to the regulation of financial markets and the
issue of public debt securities in the United Kingdom;
50
"UNAUTHORISED UNDERPAYMENT" means a Borrower Underpayment in respect of a
Mortgage Loan which is not funded by, or exceeds the amount of any, Overpayments
previously made by the Borrower in respect of such Mortgage Loan or is otherwise
not permitted by the Seller in accordance with the relevant Mortgage Conditions;
"UNDERPAYMENT" means any Authorised Underpayment or Unauthorised Underpayment;
"UNITED KINGDOM" means the United Kingdom of Great Britain and Northern Ireland;
"UNITED STATES" means the United States of America;
"UNPAID INTEREST" means, in relation to any Non-Cash Re-Draw of any Flexible
Mortgage Loan, the interest which would, but for such Non-Cash Re-Draw, have
been payable in respect of that Mortgage Loan on the relevant Monthly Payment
Date for such Mortgage Loan;
"UNPAID INTEREST AMOUNT" means the amount of the Unpaid Interest in relation to
any Non-Cash Re-Draw on any Flexible Mortgage Loan;
"UNREGISTERED LAND" means land title to which is not registered at H.M. Land
Registry;
"UNREGISTERED TRANSFER" means, in relation to Unregistered Land, a deed of
transfer of a Mortgage or Mortgages in the form referred to in paragraph (b) of
Clause 6.3 of the Mortgage Sale Agreement with such modifications as may be
permitted from time to time in accordance with such Clause;
"US GLOBAL NOTE CERTIFICATES" or "US GLOBAL NOTE CERTIFICATE" means the Global
Note Certificates in registered form representing the US Notes;
"US INDIVIDUAL NOTE CERTIFICATES" or "US INDIVIDUAL NOTE CERTIFICATE" means the
Individual Note Certificates in registered form representing the US Notes;
"US NOTES" means generally the Notes which are not Reg S Notes and in relation
to an Issuer the Notes issued by that Issuer which are not Reg S Notes;
"VALUER" means an Associate or Fellow of the Royal Institution of Chartered
Surveyors or the Incorporated Society of Valuers and Auctioneers who was at the
relevant times either a member of a firm which was on the list of Valuers
approved by or on behalf of the Seller from time to time or an Associate or
Fellow of the Royal Institute of Chartered Surveyors or the Incorporated Society
of Valuers and Auctioneers employed in-house by the Seller acting for the Seller
in respect of the valuation of a Mortgaged Property;
"WAFF" means the weighted average repossession frequency in respect of the
Mortgage Portfolio; and
"WALS" means the weighted average loss severity in respect of the Mortgage
Portfolio.
2. INTERPRETATION AND CONSTRUCTION
Any reference in this 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;
51
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;
"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 ▇▇▇ ▇▇▇▇, and (b) unless the context requires otherwise, a subsidiary
undertaking within the meaning of Section 258 of the Companies ▇▇▇ ▇▇▇▇;
"VAT" means value added tax imposed by the United Kingdom as referred to in the
Value Added Tax ▇▇▇ ▇▇▇▇ 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;
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.
2.1 "{pound-sterling}", "sterling" or "pounds sterling" denotes the lawful
currency for the time being of the United Kingdom of Great Britain and
Northern Ireland; "e", "euro" or "Euro" denotes the lawful currency for
the time being of the member states of the European Union that adopt the
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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" or "dollars" denotes the lawful
currency for the time being of the United States of America.
2.2 In this Master Definitions Schedule and in any of the Transaction
Documents in which this Master Definitions Schedule is expressed to be
incorporated or to which this 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.
2.3 Any requirement in any Transaction Document for any action to be taken
according to the standards of a "reasonable, prudent mortgage lender"
shall be satisfied by the relevant party taking the relevant action in
accordance with the Seller's Policy from time to time.
2.4 Save as provided otherwise, where any obligation in a Transaction
Document is owed to more than one party that obligation is owed to each
of them separately and may be enforced by any of them.
2.5 (a) Where a term is defined in an Issuer Master Definitions Schedule and
is used but not defined in this Master Definitions Schedule then, in
connection with the relevant Issuer, that term shall have the
meaning indicated in that Issuer Master Definitions Schedule; and
(b) Where a term is used but not defined in a document to which this
Master Definitions Schedule applies and that term is not defined in
this Master Definitions Schedule but is defined in an Issuer Master
Definitions Schedule, then in connection
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with the relevant Issuer that term shall have the meaning indicated
in that Issuer Master Definitions Schedule.
3. GOVERNING LAW
This Master Definitions Schedule is governed by, and shall be construed in
accordance with, the laws of England.
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