Exhibit 4.6.2
EXECUTION VERSION
Dated 19 September, 2006
GRANITE MASTER ISSUER PLC
as Master Issuer
- and -
THE BANK OF NEW YORK
as Note Trustee
------------------------------------------
SEVENTH SUPPLEMENTAL ISSUER TRUST DEED
------------------------------------------
SIDLEY AUSTIN
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
REF: 30507-30140/1319360
CONTENTS
1. Definitions and Interpretations........................................2
2. Closing Date...........................................................3
3. Amount, Form and Status................................................3
4. Covenant to Repay......................................................4
5. Counterparts...........................................................6
6. Amendments to Principal Issuer Trust Deed..............................6
SCHEDULE 1 FORM OF US GLOBAL NOTE CERTIFICATE FOR THE SERIES 2006-3 NOTES.....7
SCHEDULE 2 FORM OF REG S GLOBAL NOTE CERTIFICATE FOR THE SERIES
2006-3 NOTES......................................................14
SCHEDULE 3 TERMS AND CONDITIONS OF THE SERIES 2006-3 NOTES...................22
i
THIS SEVENTH SUPPLEMENTAL ISSUER TRUST DEED is made on 19 September, 2006
BETWEEN:
(1) GRANITE MASTER ISSUER plc, (registered number 5250668) a public limited
company incorporated under the laws of England and Wales, whose
registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX,
as Master Issuer or Issuing Entity; and
(2) THE BANK OF NEW YORK, a New York banking corporation acting through its
London branch at 48th Floor, One Canada Square, Canary Wharf, London E14
5AL in its capacity as Note Trustee.
WHEREAS:
(A) The Seventh Supplemental Issuer Trust Deed is supplemental to the Issuer
Trust Deed dated 19 January, 2005 (the "Principal Issuer Trust Deed"),
the first supplemental Issuer Trust Deed dated 26 January, 2005 (the
"First Supplemental Issuer Trust Deed"), the second supplemental Issuer
Trust Deed dated 25 May, 2005 (the "Second Supplemental Issuer Trust
Deed"), the third supplemental Issuer Trust Deed dated 31 August, 2005
(the "Third Supplemental Issuer Trust Deed"), the fourth supplemental
Issuer Trust Deed dated 21 September, 2005 (the "Fourth Supplemental
Issuer Trust Deed"), the fifth supplemental Issuer Trust Deed dated 25
January, 2006 (the "Fifth Supplemental Issuer Trust Deed") and the sixth
supplemental Issuer Trust Deed dated 24 May, 2006 (the "Sixth
Supplemental Issuer Trust Deed") all between the Master Issuer and the
Note Trustee.
(B) The Principal Issuer Trust Deed was made between the parties hereto for
the purposes of constituting the Issuer Notes to be issued by the Master
Issuer, from time to time, up to a maximum nominal amount of
(pound)20,000,000,000 (subject to adjustment in accordance with the
terms of the Programme Agreement).
(C) The First Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal
Issuer Trust Deed and constitute the Series 2005-1 Notes.
(D) The Second Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal
Issuer Trust Deed and the First Supplemental Issuer Trust Deed and
constitute the Series 2005-2 Notes.
(E) The Third Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal
Issuer Trust Deed, the First Supplemental Issuer Trust Deed and the
Second Supplemental Issuer Trust Deed and constitute the Series 2005-3
Notes.
(F) The Fourth Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal
Issuer Trust Deed, the First Supplemental Issuer Trust Deed, the Second
Supplemental Issuer Trust Deed and the Third Supplemental Issuer Trust
Deed and constitute the Series 2005-4 Notes.
(G) The Fifth Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal
Issuer Trust Deed, the First Supplemental Issuer Trust Deed, the Second
Supplemental Issuer Trust Deed, the Third Supplemental Issuer Trust Deed
and the Fourth Supplemental Issuer Trust Deed and constitute the Series
2006-1 Notes.
(H) The Sixth Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal
Issuer Trust Deed, the First Supplemental Issuer Trust Deed, the Second
Supplemental Issuer Trust Deed, the Third Supplemental Issuer Trust
Deed, the Fourth Supplemental Issuer Trust Deed and the Fifth
Supplemental Issuer Trust Deed and constitute the Series 2006-2 Notes.
(I) The Master Issuer has, pursuant to a resolution of its board of
directors passed on 15 September, 2006, duly authorised the issue by the
Master Issuer of the Series 2006-3 Notes.
(J) The parties hereto wish to supplement their obligations under the
Principal Issuer Trust Deed, the First Supplemental Issuer Trust Deed,
the Second Supplemental Issuer Trust Deed, the Third Supplemental Issuer
Trust Deed, the Fourth Supplemental Issuer Trust Deed, the Fifth
Supplemental Issuer Trust Deed and the Sixth Supplemental Issuer Trust
Deed as of the date hereof in order to constitute the Series 2006-3
Notes on the terms set out in this Seventh Supplemental Issuer Trust
Deed.
NOW THIS SEVENTH SUPPLEMENTAL ISSUER TRUST DEED WITNESSES AND IT IS AGREED AND
DECLARED as follows:
1. Definitions and Interpretations
1.1 The provisions of:
(a) the Programme Master Definitions Schedule signed for the purposes
of identification by Sidley Austin Brown & Wood and Allen & Overy
LLP on 19 January, 2005, and
(b) the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood and Allen & Overy LLP
on 19 January, 2005,
(as the same have been and may be amended, varied or supplemented from
time to time with the consent of the parties hereto) are expressly and
specifically incorporated into and shall apply to this Seventh
Supplemental Issuer Trust Deed. This Seventh Supplemental Issuer Trust
Deed shall prevail to the extent that it conflicts with the Programme
Master Definitions Schedule and/or the Issuer Master Definitions
Schedule. The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Programme Master Definitions Schedule.
1.2 In this Seventh Supplemental Issuer Trust Deed:
"Series 2006-3 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 15 September, 2006;
2
"Series 2006-2 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 18 May, 2006;
"Series 2006-1 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 20 January, 2006;
"Series 2005-4 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 15 September, 2005;
"Series 2005-3 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 26 August, 2005;
"Series 2005-2 Notes" means the Issuer Notes, the specific details of
which are contained in the Pricing Supplement signed by the Master
Issuer and dated 23 May, 2005; and
"Series 2005-1 Notes" means the Issuer Notes, the specific details of
which are contained in the Pricing Supplement signed by the Master
Issuer and dated 21 January, 2005.
2. Closing Date
2.1 The parties hereto agree that the terms and conditions of this Seventh
Supplemental Issuer Trust Deed shall automatically take effect on 19
September, 2006, and from such date the provisions of the Principal
Issuer Trust Deed, the First Supplemental Issuer Trust Deed, the Second
Supplemental Issuer Trust Deed, the Third Supplemental Issuer Trust
Deed, the Fourth Supplemental Issuer Trust Deed, the Fifth Supplemental
Issuer Trust Deed and the Sixth Supplemental Issuer Trust Deed shall
henceforth be read and construed as one document.
2.2 A memorandum of this Seventh Supplemental Issuer Trust Deed will be
endorsed by the Note Trustee on the executed copy of the Principal
Issuer Trust Deed held by the Note Trustee and by the Master Issuer on
its duplicate copy of the Principal Issuer Trust Deed, in accordance
with the provisions of Clause 2.1 of the Principal Issuer Trust Deed.
3. Amount, Form and Status
3.1 The Series 2006-3 Notes are constituted by and in accordance with the
Principal Issuer Trust Deed, the First Supplemental Issuer Trust Deed,
the Second Supplemental Issuer Trust Deed, the Third Supplemental Issuer
Trust Deed, the Fourth Supplemental Issuer Trust Deed, the Fifth
Supplemental Issuer Trust Deed, the Sixth Supplemental Issuer Trust Deed
and this Seventh Supplemental Issuer Trust Deed in the following
aggregate principal amounts:
(a) Series 2006-3 Class A1 Notes - $1,000,000,000;
(b) Series 2006-3 Class A2 Notes - (euro)830,000,000;
(c) Series 2006-3 Class A3 Notes - $1,800,000,000;
3
(d) Series 2006-3 Class A4 Notes - $1,000,000,000;
(e) Series 2006-3 Class A5 Notes - (euro)1,250,000,000;
(f) Series 2006-3 Class A6 Notes - (pound)700,000,000;
(g) Series 2006-3 Class A7 Notes - $1,750,000,000;
(h) Series 2006-3 Class B1 Notes - $70,000,000;
(i) Series 2006-3 Class B2 Notes - $182,000,000;
(j) Series 2006-3 Class B3 Notes - (euro)30,000,000;
(k) Series 2006-3 Class M1 Notes - $90,000,000;
(l) Series 2006-3 Class M2 Notes - $100,000,000;
(m) Series 2006-3 Class M3 Notes - (euro)47,000,000;
(n) Series 2006-3 Class M4 Notes - (pound)10,000,000;
(o) Series 2006-3 Class C2 Notes - $60,000,000; and
(p) Series 2006-3 Class C3 Notes - (euro)137,000,000.
Each Series and Class of the Series 2006-3 Notes shall be in registered
form.
3.2 The Series 2006-3 Notes shall be secured by the security constituted by
the Issuer Deed of Charge.
3.3 Each Series and Class of the Series 2006-3 Notes that are US Notes shall
be represented by a US Global Note Certificate. Each Series and Class of
the Series 2006-3 Notes that are Reg S Notes shall be represented by a
Reg S Global Note Certificate. Each Global Note Certificate shall be
exchangeable in accordance with its provisions for Individual Note
Certificates.
4. Covenant to Repay
4.1 The Master Issuer covenants with the Note Trustee that it will, in
accordance with these presents, on the due date for the final maturity
of each Series and Class of the Series 2006-3 Notes, or on such earlier
date as the same or any part thereof may become due and repayable
thereunder, in accordance with the Issuer Conditions, pay or procure to
be paid unconditionally to or to the order of the Note Trustee in the
Specified Currency, in immediately available funds or same day funds, as
applicable, the principal amount of such Series and Class of the Series
2006-3 Notes, repayable on that date. The Master Issuer shall in the
meantime and until all such payments (both before and after any judgment
or other order of a court of competent jurisdiction) are duly made
(subject to the provisions of the Issuer Conditions), pay or procure to
be paid unconditionally to or to the order of the Note Trustee as
aforesaid, interest (which shall accrue from day to day) on the
Principal Amount Outstanding of such Series and Class of the Series
2006-3 Notes, at rates and/or in amounts set out in
4
or (as the case may be) calculated from time to time in accordance with,
or specified in, and on the dates provided for in the Issuer Conditions
(subject to Clause 2.6 (Interest following Default) of the Principal
Issuer Trust Deed), provided that;
(a) every payment of principal or interest in respect of any Series
and Class of the Series 2006-3 Notes, made to or to the account of
the Principal Paying Agent in the manner provided in the Issuer
Paying Agent and Agent Bank Agreement, shall satisfy the
obligations of the Master Issuer under this Clause 4.1 (Covenant
to Repay), in respect of such Issuer Notes except to the extent
that there is default in the subsequent payment thereof to the
Noteholders in accordance with the Issuer Conditions;
(b) if any payment of principal in respect of any Series and Class of
the Series 2006-3 Notes is made after the due date, interest shall
continue to accrue on the principal amount of such Issuer Notes
(both before and after any judgment or other order of a court of
competent jurisdiction) at the rates aforesaid up to and including
the date which the Note Trustee determines to be the date on and
after which payment is to be made in respect thereof as stated in
a notice given to the holders of such Issuer Notes (such date to
be not later than 30 days after the day on which the whole of such
principal amount, together with an amount equal to the interest
which has accrued and is to accrue pursuant to this proviso up to
and including that date, has been received by the Note Trustee or
the Principal Paying Agent);
(c) in any case where payment of the whole or any part of the
principal amount of any Series 2006-3 Note is improperly withheld
or refused upon due presentation thereof (if so provided in the
Issuer Paying Agent and Agent Bank Agreement), interest shall
accrue on the whole, or such part of such principal amount of such
Issuer Note which has been so withheld or refused (both before and
after any judgment or other order of a court of competent
jurisdiction), at the rates aforesaid, from and including the date
of such withholding or refusal up to and including the date on
which, upon further presentation of the relevant Issuer Note, such
principal amount due (including interest as aforesaid) is paid to
the Noteholders or (if earlier) the seventh day after notice is
given to the Noteholders in accordance with the Issuer Conditions
that the full amount (including interest as aforesaid) payable in
respect of the principal amount is available for payment, provided
that, upon further due presentation thereof (if so provided in the
Issuer Paying Agent and Agent Bank Agreement), such payment is in
fact made; and
(d) notwithstanding any other provision of these presents, pursuant to
Section 316(b) of the Trust Indenture Act, the right of any
Noteholder to receive payment of principal and interest on any
Series and Class of the Series 2006-3 Notes, on or after the
respective due dates expressed for such Issuer Notes, or to bring
suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the
consent of the Noteholder.
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5. Counterparts
The provisions of Clause 20.1 (Counterparts) of the Principal Issuer
Trust Deed shall apply to this Seventh Supplemental Issuer Trust Deed
mutatis mutandis as if set out in full herein.
6. Amendments to Principal Issuer Trust Deed
6.1 In respect of each Series and Class of the Series 2006-3 Notes that are
US Notes, the form of Global Note Certificate set out in Schedule 1 to
the Principal Trust Deed shall be replaced with the form of US Global
Note Certificate set out in Schedule 1 hereto.
6.2 In respect of each Series and Class of the Series 2006-3 Notes that are
Reg S Notes, the form of Global Note Certificate set out in Schedule 1
to the Principal Trust Deed shall be replaced with the form of Reg S
Global Note Certificate set out in Schedule 2 hereto.
6.3 Issuer Conditions
In respect of the Series 2006-3 Notes, the Terms and Conditions set out
in Schedule 3 to the Principal Issuer Trust Deed shall be replaced with
the Terms and Conditions set out in Schedule 3 hereto.
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EXECUTION PAGE
IN WITNESS WHEREOF this Seventh Supplemental Issuer Trust Deed has been
executed as a deed and delivered by the parties hereto on the day and year
first above written.
as Master Issuer
EXECUTED AND DELIVERED AS A DEED )
by )
GRANITE MASTER ISSUER PLC )
acting by two directors )
/s/ Ian Bowden
- -------------------------
for and on behalf of
LDC Securitisation Director No. 1 Limited
Director
Name: Ian Bowden
/s/ S Tyson
- -------------------------
for and on behalf of
LDC Securitisation Director No. 2 Limited
Director
Name: Sharon Tyson
as Note Trustee
EXECUTED AND DELIVERED AS A DEED )
by )
THE BANK OF NEW YORK )
by its duly authorised signatory )
/s/ H Kim
- -------------------------------
Name: Helen Kim
in the presence of:
Signature /S/ L Sim
------------------------
Witness
Full name Lisa Sim
Occupation Trust Associate
Address One Canada Square
London E14 5AL
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SCHEDULE 1
FORM OF US GLOBAL NOTE CERTIFICATE FOR THE SERIES 2006-3 NOTES
GRANITE MASTER ISSUER PLC
(Incorporated with limited liability in England and
Wales with registered number 5250668)
SERIES 2006-3 CLASS [A1] [A3] [A4] [A7] [B1] [B2] [M1] [M2] [C2]
GLOBAL NOTE CERTIFICATE
representing
US$[Initial Principal Amount] Series 2006-3
Class [A1] [A3] [A4] [A7] [B1] [B2] [M1] [M2] [C2] Notes due [2030]/[2054]
1. Introduction
This Global Note Certificate is issued in respect of the US$[Initial
Principal Amount] Series 2006-3 Class [A1] [A3] [A4] [A7] [B1] [B2] [M1]
[M2] [C2] Notes due [2030]/[2054] (the "Notes") of Granite Master Issuer
plc (the "Master Issuer") limited to the aggregate principal amount of
[Initial Principal Amount - words and figures]
The Notes are constituted by the Seventh Supplemental Issuer Trust Deed
dated 19 September, 2006, are subject to, and have the benefit of, a
trust deed dated 19 January, 2005 (as amended or supplemented from time
to time, the "Issuer Trust Deed") between the Master Issuer and The Bank
of New York as trustee (the trustee for the time being thereof being
herein called the "Note Trustee") and are the subject of a paying agent
and agent bank agreement dated 19 January, 2005 (as amended or
supplemented from time to time, the "Issuer Paying Agent and Agent Bank
Agreement") between the Master Issuer, the Principal Paying Agent, the
Agent Bank, Citibank, N.A. as registrar (the "Registrar", which
expression includes any successor registrar appointed from time to time
in connection with the Notes), the Transfer Agent, the US Paying Agent
and the Note Trustee.
2. References to Conditions
References herein to the Issuer Conditions (or to any particular
numbered Condition) shall be to the Issuer Conditions (or that
particular one of them) set out in Schedule 3 to the Issuer Trust Deed
as supplemented and modified by the Final Terms applicable to the Notes
(the "Final Terms"), attached hereto. In the event of any conflict
between the Issuer Conditions and the information in the Final Terms,
the Final Terms will prevail.
3. Registered Holder
This is to certify that:
CEDE & CO.
7
is the person registered in the register maintained by the Registrar in
relation to the Notes (the "Register") as the duly registered holder
(the "Holder") of
[Initial Principal Amount - words and figures]
in aggregate principal amount of the Notes.
4. Promise to pay
Subject only as provided in this Global Note Certificate and the Issuer
Conditions, the Master Issuer, for value received, promises to pay to
the Holder the principal amount of this Global Note Certificate (being
at the date hereof [Initial Principal Amount] on the Final Maturity Date
(or on such earlier date as such principal amount may become repayable
in accordance with the Issuer Conditions or the Issuer Trust Deed) and
to pay interest on the principal amount from time to time (as noted in
the records of the custodian for DTC of this Global Note Certificate) in
arrear on each Note Payment Date at the rates determined in accordance
with the Issuer Conditions together with such premium and other amounts
(if any) as may be payable, all subject to and in accordance with the
Issuer Conditions and the provisions of the Issuer Trust Deed.
5. Exchange for Individual Note Certificates
This Global Note Certificate will be exchangeable (in whole but not in
part and free of charge to the holder) for duly authenticated and
completed individual note certificates ("Individual Note Certificates")
in substantially the form (subject to completion) set out in Schedule 2
to the Issuer Trust Deed only if (i) The Depository Trust Company
("DTC") has notified the Master Issuer that it is at any time unwilling
or unable to continue as, or ceases to be, a clearing agency under the
United States Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and a successor to DTC registered as a clearing agency under the
Exchange Act is not appointed by the Master Issuer within 90 days of
such notification or (ii) as a result of any amendment to, or change in,
the laws or regulations of the United Kingdom (or of any political
subdivision thereof), or of any authority therein or thereof having
power to tax, or in the interpretation or administration by a revenue
authority or a court or administration of such laws or regulations which
becomes effective on or after the Closing Date (as defined in the Final
Terms), the Master Issuer or any Paying Agent is or will be required to
make any deduction or withholding from any payment in respect of the
Notes which would not be required were the relevant Notes Individual
Note Certificates. Such exchange shall be effected in accordance with
paragraph 6 (Delivery of Individual Note Certificates) below.
6. Delivery of Individual Note Certificates
Whenever this Global Note Certificate is to be exchanged for Individual
Note Certificates, such Individual Note Certificates shall be issued in
an aggregate principal amount equal to the principal amount of this
Global Note Certificate within five business days of the delivery, by or
on behalf of the Holder and/or DTC, to the Registrar of such information
as is required to complete and deliver such Individual Note Certificates
(including, without limitation, the names and addresses of the persons
in whose names the Individual Note Certificates are to be registered and
the principal amount of each such person's holding) against the
surrender of this Global
8
Note Certificate at the Specified Office (as defined in the Issuer
Conditions) of the Registrar. Such exchange shall be effected in
accordance with the provisions of the Issuer Paying Agent and Agent Bank
Agreement and the regulations concerning the transfer and registration
of Notes scheduled thereto and, in particular, shall be effected without
charge to any Holder or the Note Trustee, but against such indemnity as
the Registrar may require in respect of any tax or other duty of
whatsoever nature which may be levied or imposed in connection with such
exchange. In this paragraph, "business day" means a day on which
commercial banks are open for business in the city in which the
Registrar has its Specified Office.
7. Payments
Payments of principal, premium (if any) and interest in respect of Notes
represented by this Global Note Certificate will be made in accordance
with the Issuer Conditions. All payments of any amounts payable and paid
to the Holder of this Global Note Certificate shall be valid and, to the
extent of the sums so paid, effectual to satisfy and discharge the
liability for the monies payable hereon.
8. Conditions apply
Save as otherwise provided herein, the Holder of this Global Note
Certificate shall have the benefit of, and be subject to, the Issuer
Conditions, and, for the purposes of this Global Note Certificate, any
reference in the Issuer Conditions to "Note Certificate" or "Note
Certificates" shall, except where the context otherwise requires, be
construed so as to include this Global Note Certificate.
9. Tax Treatment
The Master Issuer will treat the Notes as indebtedness for U.S. federal
income tax purposes. Each Holder of a Note, by the acceptance hereof,
agrees to treat this Note for U.S. federal income tax purposes as
indebtedness.
10. Determination of Entitlement
This Global Note Certificate is evidence of entitlement only and is not
a document of title. Entitlements are determined by the Registrar by
reference to the Register and only the Holder is entitled to payment in
respect of this Global Note Certificate.
11. Authentication
This Global Note Certificate shall not be or become valid for any
purpose unless and until authenticated by or on behalf of Citibank, N.A.
as Registrar.
12. Note Trustee's Powers
In considering the interests of Noteholders in circumstances where this
Global Note Certificate is held on behalf of DTC, Euroclear and/or
Clearstream, Luxembourg, the Note Trustee may, to the extent it
considers it appropriate to do so in the circumstances, (i) have regard
to such information as may have been made available to it by or on
behalf of the relevant clearing system or its operator as to the
identity of its accountholders (either individually or by way of
category) with entitlements in
9
respect of this Global Note Certificate and (ii) consider such interests
on the basis that such accountholders were the holders of this Global
Note Certificate.
13. Definitions
Terms not defined herein have the meaning ascribed to such terms in the
Issuer Conditions.
14. Rights of Third Parties
No person shall have any right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term or condition of this Global Note
Certificate, but this shall not affect any right or remedy which exists
or is available apart from that Act.
15. Governing law
This Global Note Certificate is governed by, and shall be construed in
accordance with, English law.
IN WITNESS whereof the Master Issuer has caused this Global Note Certificate
to be signed manually or in facsimile by a person duly authorised on its
behalf.
10
GRANITE MASTER ISSUER plc
By:
............................................
[manual or facsimile signature]
(duly authorised)
ISSUED in London, England on 19 September, 2006.
AUTHENTICATED for and on behalf of CITIBANK, N.A.
as Registrar without recourse, warranty, or liability
.......................................................
[manual signature]
(duly authorised)
11
FORM OF TRANSFER
FOR VALUE RECEIVED ..................................................., being
the registered holder of this Global Note Certificate, hereby transfers to
..................................................................
................................................................................
of ............................................................................
................................................................................
US$[amount] in principal amount of the US$[Initial Principal Amount] Series
2006-3 Class [A1] [A3] [A4] [A7] [B1] [B2] [M1] [M2] [C2] Notes (the "Notes")
of Granite Master Issuer plc (the "Master Issuer") and irrevocably requests
and authorises Citibank, N.A., in its capacity as Registrar in relation to the
Notes (or any successor to Citibank, N.A., in its capacity as such) to effect
the relevant transfer by means of appropriate entries in the Register kept by
it.
Dated: ............................................
By: ............................................
(duly authorised)
Notes
The name of the person by or on whose behalf this form of transfer is signed
must correspond with the name of the registered holder as it appears on the
face of this Global Note Certificate.
(a) A representative of such registered holder should state the capacity in
which he signs, e.g. executor.
(b) The signature of the person effecting a transfer shall conform to any
list of duly authorised specimen signatures supplied by the registered
holder or be certified by a recognised bank, notary public or in such
other manner as the Registrar may require.
(c) Any transfer of Notes shall be in an amount equal to $100,000 and
integral multiples of $1,000 in excess thereof.
12
[Final Terms]
13
SCHEDULE 2
FORM OF REG S GLOBAL NOTE CERTIFICATE FOR THE SERIES 2006-3 NOTES
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE ISSUER NOTES MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
14
GRANITE MASTER ISSUER PLC
(Incorporated with limited liability in England and
Wales with registered number 5250668)
SERIES 2006-3 CLASS [A2] [A5] [A6] [B3] [M3] [M4] [C3]
GLOBAL NOTE CERTIFICATE
representing
[Specified Currency and Initial Principal Amount] Series 2006-3
Class [A2] [A5] [A6] [B3] [M3] [M4] [C3] Notes due [2030]/[2054]
1. Introduction
This Global Note Certificate is issued in respect of the [Specified
Currency and Initial Principal Amount] Series 2006-3 Class [A2] [A5]
[A6] [B3] [M3] [M4] [C3] Notes due [2030]/[2054] (the "Notes") of
Granite Master Issuer plc (the "Master Issuer") limited to the aggregate
principal amount of
[Initial Principal Amount - words and figures]
The Notes are constituted by the Seventh Supplemental Issuer Trust Deed
dated 19 September, 2006, are subject to, and have the benefit of, a
trust deed dated 19 January, 2005 (as amended or supplemented from time
to time, the "Issuer Trust Deed") between the Master Issuer and The Bank
of New York as trustee (the trustee for the time being thereof being
herein called the "Note Trustee") and are the subject of a paying agent
and agent bank agreement dated 19 January, 2005 (as amended or
supplemented from time to time, the "Issuer Paying Agent and Agent Bank
Agreement") between the Master Issuer, the Principal Paying Agent, the
Agent Bank, Citibank, N.A. as registrar (the "Registrar", which
expression includes any successor registrar appointed from time to time
in connection with the Notes), the Transfer Agent, the US Paying Agent
and the Note Trustee.
2. References to Conditions
References herein to the Issuer Conditions (or to any particular
numbered Condition) shall be to the Issuer Conditions (or that
particular one of them) set out in Schedule 3 to the Issuer Trust Deed
as supplemented and modified by the Final Terms applicable to the Notes
(the "Final Terms"), attached hereto. In the event of any conflict
between the Issuer Conditions and the information in the Final Terms,
the Final Terms will prevail.
3. Registered Holder
This is to certify that:
CITIVIC NOMINEES LTD.
is the person registered in the register maintained by the Registrar in
relation to the Notes (the "Register") as the duly registered holder
(the "Holder") of
[Initial Principal Amount - words and figures]
15
in aggregate principal amount of the Notes.
4. Promise to pay
Subject only as provided in this Global Note Certificate and the Issuer
Conditions, the Master Issuer, for value received, promises to pay to
the Holder the principal amount of this Global Note Certificate (being
at the date hereof Initial Principal Amount on the Final Maturity Date
(or on such earlier date as such principal amount may become repayable
in accordance with the Issuer Conditions or the Issuer Trust Deed) and
to pay interest on the principal amount from time to time (as noted in
the records of the common depositary for Euroclear and Clearstream,
Luxembourg of this Global Note Certificate) in arrear on each Note
Payment Date at the rates determined in accordance with the Issuer
Conditions together with such premium and other amounts (if any) as may
be payable, all subject to and in accordance with the Issuer Conditions
and the provisions of the Issuer Trust Deed.
5. Exchange for Individual Note Certificates
This Global Note Certificate will be exchangeable (in whole but not in
part and free of charge to the holder) for duly authenticated and
completed individual note certificates ("Individual Note Certificates")
in substantially the form (subject to completion) set out in Schedule 2
to the Issuer Trust Deed only if (i) both Euroclear and Clearstream,
Luxembourg are closed for a continuous period of 14 days (other than by
reason of a holiday, statutory or otherwise) or announce an intention to
permanently cease business and do so cease to do business and no
alternative clearing system satisfactory to the Note Trustee is
available or (ii) as a result of any amendment to, or change in, the
laws or regulations of the United Kingdom (or of any political
subdivision thereof), or of any authority therein or thereof having
power to tax, or in the interpretation or administration by a revenue
authority or a court or administration of such laws or regulations which
becomes effective on or after the Closing Date (as defined in the Final
Terms), the Master Issuer or any Paying Agent is or will be required to
make any deduction or withholding from any payment in respect of the
Notes which would not be required were the relevant Notes Individual
Note Certificates. Such exchange shall be effected in accordance with
paragraph 6 (Delivery of Individual Note Certificates) below.
6. Delivery of Individual Note Certificates
Whenever this Global Note Certificate is to be exchanged for Individual
Note Certificates, such Individual Note Certificates shall be issued in
an aggregate principal amount equal to the principal amount of this
Global Note Certificate within five business days of the delivery, by or
on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to
the Registrar of such information as is required to complete and deliver
such Individual Note Certificates (including, without limitation, the
names and addresses of the persons in whose names the Individual Note
Certificates are to be registered and the principal amount of each such
person's holding) against the surrender of this Global Note Certificate
at the Specified Office (as defined in the Issuer Conditions) of the
Registrar. Such exchange shall be effected in accordance with the
provisions of the Issuer Paying Agent and Agent Bank Agreement and the
regulations concerning the transfer and registration of Notes scheduled
thereto and, in particular, shall be effected without charge to any
Holder or
16
the Note Trustee, but against such indemnity as the Registrar may
require in respect of any tax or other duty of whatsoever nature which
may be levied or imposed in connection with such exchange. In this
paragraph, "business day" means a day on which commercial banks are open
for business in the city in which the Registrar has its Specified
Office.
7. Payments
Payments of principal, premium (if any) and interest in respect of Notes
represented by this Global Note Certificate will be made in accordance
with the Issuer Conditions. All payments of any amounts payable and paid
to the Holder of this Global Note Certificate shall be valid and, to the
extent of the sums so paid, effectual to satisfy and discharge the
liability for the monies payable hereon.
8. Conditions apply
Save as otherwise provided herein, the Holder of this Global Note
Certificate shall have the benefit of, and be subject to, the Issuer
Conditions, and, for the purposes of this Global Note Certificate, any
reference in the Issuer Conditions to "Note Certificate" or "Note
Certificates" shall, except where the context otherwise requires, be
construed so as to include this Global Note Certificate.
9. Determination of Entitlement
This Global Note Certificate is evidence of entitlement only and is not
a document of title. Entitlements are determined by the Registrar by
reference to the Register and only the Holder is entitled to payment in
respect of this Global Note Certificate.
10. Authentication
This Global Note Certificate shall not be or become valid for any
purpose unless and until authenticated by or on behalf of Citibank, N.A.
as Registrar.
11. Note Trustee's Powers
In considering the interests of Noteholders in circumstances where this
Global Note Certificate is held on behalf of DTC, Euroclear and/or
Clearstream, Luxembourg, the Note Trustee may, to the extent it
considers it appropriate to do so in the circumstances, (i) have regard
to such information as may have been made available to it by or on
behalf of the relevant clearing system or its operator as to the
identity of its accountholders (either individually or by way of
category) with entitlements in respect of this Global Note Certificate
and (ii) consider such interests on the basis that such accountholders
were the holders of this Global Note Certificate.
12. Definitions
Terms not defined herein have the meaning ascribed to such terms in the
Issuer Conditions.
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13. Rights of Third Parties
No person shall have any right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term or condition of this Global Note
Certificate, but this shall not affect any right or remedy which exists
or is available apart from that Act.
14. Governing law
This Global Note Certificate is governed by, and shall be construed in
accordance with, English law.
IN WITNESS whereof the Master Issuer has caused this Global Note Certificate
to be signed manually or in facsimile by a person duly authorised on its
behalf.
18
GRANITE MASTER ISSUER plc
By: ............................................
[manual or facsimile signature]
(duly authorised)
ISSUED in London, England on 19 September, 2006.
AUTHENTICATED for and on behalf of CITIBANK, N.A.
as Registrar without recourse, warranty, or liability
.......................................................
[manual signature]
(duly authorised)
19
FORM OF TRANSFER
FOR VALUE RECEIVED ..................................................., being
the registered holder of this Global Note Certificate, hereby transfers to
..................................................................
................................................................................
of ............................................................................
................................................................................
[Specified Currency][amount] in principal amount of the [Specified Currency
and Initial Principal Amount] Series 2006-3 Class [A2] [A5] [A6] [B3] [M3]
[M4] [C3] Notes (the "Notes") of Granite Master Issuer plc (the "Master
Issuer") and irrevocably requests and authorises Citibank, N.A., in its
capacity as Registrar in relation to the Notes (or any successor to Citibank,
N.A., in its capacity as such) to effect the relevant transfer by means of
appropriate entries in the Register kept by it.
Dated: ............................................
By: ............................................
(duly authorised)
Notes
The name of the person by or on whose behalf this form of transfer is signed
must correspond with the name of the registered holder as it appears on the
face of this Global Note Certificate.
(a) A representative of such registered holder should state the capacity in
which he signs, e.g. executor.
(b) The signature of the person effecting a transfer shall conform to any
list of duly authorised specimen signatures supplied by the registered
holder or be certified by a recognised bank, notary public or in such
other manner as the Registrar may require.
(c) Any transfer of Notes shall be in an amount equal to (euro)100,000 and
integral multiples of (euro)1,000 in excess thereof, or (pound)100,000
and integral multiples of (pound)1,000 in excess thereof, as applicable.
20
[Final Terms]
21
SCHEDULE 3
TERMS AND CONDITIONS OF THE SERIES 2006-3 NOTES
Terms and conditions of the notes
The following are the terms and conditions (the "Conditions", and any
reference to a "Condition" shall be construed accordingly) of the Notes in the
form (subject to amendment) which will be incorporated by reference into each
Global Note Certificate and each Individual Note Certificate, in the latter case
only if permitted by the relevant stock exchange or other relevant authority (if
any) and agreed by the Issuing Entity and the relevant Dealer(s) at the time of
issue but, if not so permitted and agreed, such Individual Note Certificate will
have endorsed thereon or attached thereto such Conditions. The Final Terms in
relation to each Series and Class of Notes may specify other terms and
conditions which shall, to the extent so specified or to the extent inconsistent
with these Conditions, replace or modify these Conditions for the purpose of
such Notes. The applicable Final Terms (or the relevant provisions thereof) will
be endorsed upon, or attached to, each Global Note Certificate and Individual
Note Certificate.
The Notes are constituted by a deed or deeds supplemental to the Issuer
Trust Deed. The security for the Notes is created pursuant to, and on the terms
set out in, the Issuer Deed of Charge. By the Issuer Paying Agent and Agent Bank
Agreement, provision is made for, inter alia, the payment of principal and
interest in respect of the Notes.
References herein to the "Notes" shall, unless the context otherwise
requires, be references to all the Notes issued by the Issuing Entity and
constituted by the Issuer Trust Deed and shall mean:
(i) in relation to any Notes of a Series and Class represented by a
Global Note Certificate, units of the lowest Specified Denomination
in the Specified Currency in each case of such Series and Class;
(ii) any Global Note Certificates; and
(iii) any Individual Note Certificates issued in exchange for a Global
Note Certificate.
Notes constituted by the Issuer Trust Deed are issued in series (each a
"Series") and each Series comprises one or more classes of Notes. Each Series of
Notes is subject to Final Terms. The Final Terms in relation to each Series and
Class of Notes (or the relevant provisions thereof) will be endorsed upon, or
attached to, such Notes and will supplement these Conditions in respect of such
Notes and may specify other terms and conditions which shall, to the extent so
specified or to the extent inconsistent with these Conditions, replace or modify
these Conditions for the purpose of such Notes. References to the "applicable
Final Terms" are, in relation to a Series and Class of Notes, to the Final Terms
(or the relevant provisions thereof) attached to or endorsed on such Notes.
The statements in these Conditions include summaries of, and are subject
to, the detailed provisions of the Issuer Trust Deed, the Issuer Deed of Charge
and the Issuer Paying Agent and Agent Bank Agreement.
Copies of the Issuer Trust Deed, the Issuer Deed of Charge, the Issuer
Paying Agent and Agent Bank Agreement and each of the other Transaction
Documents are available for inspection during normal business hours at the
registered office of the Issuing Entity, being Fifth Floor, 100 Wood Street,
London EC2V 7EX and the specified office for the time being of (i) the Principal
Paying Agent, being at 4 May 2006, Citigroup Centre, Canada Square, Canary
Wharf, London E14 5LB and (ii) the US Paying Agent, being at 4 May, 2006, 14th
Floor, 388 Greenwich Street, New York, New York 10013. Copies of the Final Terms
of each Series of Notes are obtainable during normal business hours at the
registered office of the Issuing Entity and the specified office for the time
being of (i) the Principal Paying Agent and (ii) the US Paying Agent and any
Noteholder must produce evidence satisfactory to the relevant Paying Agent as to
its holding of Notes and identity.
The Holders of any Series and Class of Notes are entitled to the benefit
of, are bound by, and are deemed to have notice of all the provisions of, and
definitions contained or incorporated in, the Issuer Trust Deed, the Issuer Deed
of Charge, the Issuer Paying Agent and Agent Bank Agreement, each of the other
Transaction Documents and the applicable Final Terms and to have notice of each
other Final Terms relating to each other Series and Class of Notes.
A glossary of definitions appears in Condition 18 of these Conditions.
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References herein to the Class A Noteholders, the Class B Noteholders, the
Class M Noteholders, the Class C Noteholders and the Class D Noteholders shall,
in each case and unless specified otherwise, be references to the Holders of the
Notes of all Series of the applicable Class.
1. Form, Denomination, Register, Title and Transfers
(A) Form and Denomination
The US Notes will initially be offered and sold pursuant to a registration
statement filed with the United States Securities and Exchange Commission. The
Reg S Notes will initially be offered and sold outside the United States to
non-US persons pursuant to Reg S.
Each Series and Class of Notes will be issued in the Specified Currency
and in the Specified Denomination. Each Series and Class of US Notes will be
initially represented by a US Global Note Certificate, which, in the aggregate,
will represent the Principal Amount Outstanding from time to time of such Series
and Class of US Notes. Each Series and Class of Reg S Notes will be initially
represented by a Reg S Global Note Certificate which, in the aggregate, will
represent the Principal Amount Outstanding from time to time of such Series and
Class of the Reg S Notes.
Each Series and Class of Notes may be Fixed Rate Notes, Floating Rate
Notes, Zero Coupon Notes or a combination of any of the foregoing, depending
upon the Interest Basis shown in the applicable Final Terms.
Each Series and Class of Notes may be Bullet Redemption Notes, Scheduled
Redemption Notes, Controlled Amortisation Notes, Pass-Through Notes or a
combination of any of the foregoing, depending upon the Redemption/Payment Basis
shown in the applicable Final Terms.
Global Note Certificates will be exchanged for Individual Note
Certificates in definitive registered form only under certain limited
circumstances (as described in the relevant Global Note Certificate). If
Individual Note Certificates are issued, they will be serially numbered and
issued in an aggregate principal amount equal to the Principal Amount
Outstanding of the relevant Global Note Certificates and in registered form
only.
In the case of a Series and Class of Notes with more than one Specified
Denomination, Notes of one Specified Denomination may not be exchanged for Notes
of such Series and Class of another Specified Denomination.
(B) Register
The Registrar will maintain the Register in respect of the Notes in
accordance with the provisions of the Issuer Paying Agent and Agent Bank
Agreement. In these Conditions, the "Holder" of a Note means the person in whose
name such Note is for the time being registered in the Register (or, in the case
of a joint holding, the first named thereof). A Note Certificate will be issued
to each Noteholder in respect of its registered holding. Each Note Certificate
will be numbered serially with an identifying number which will be recorded in
the Register.
(C) Title
The Holder of each Note shall (except as otherwise required by law) be
treated by the Issuing Entity, the Note Trustee, the Agent Bank and any Agent as
the absolute owner of such Note for all purposes (whether or not it is overdue
and regardless of any notice of ownership, trust or any other interest therein,
any writing on the Note Certificate relating thereto (other than the endorsed
form of transfer) or any notice of any previous loss or theft of such Note
Certificate) and no person shall be liable for so treating such Holder.
(D) Transfers
Subject as provided otherwise in this Condition 1(D), a Note may be
transferred upon surrender of the relevant Note Certificate, with the endorsed
form of transfer duly completed, at the Specified Office of the Registrar or the
Transfer Agent, together with such evidence as the Registrar or (as the case may
be) such Transfer Agent may reasonably require to prove the title of the
transferor and the authority of the individuals who have executed the form of
transfer; provided, however, that a Note may not be transferred unless the
principal amount of Notes transferred and (where not all of the Notes held by a
Holder are being transferred) the principal amount of the
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balance of Notes not transferred are Authorised Holdings. Where not all the
Notes represented by the surrendered Note Certificate are the subject of the
transfer, a new Note Certificate in respect of the balance of the Notes will be
issued to the transferor.
Within five Commercial Business Days of such surrender of a Note
Certificate, the Registrar will register the transfer in question and deliver a
new Note Certificate of a like principal amount to the Notes transferred to each
relevant Holder at its Specified Office or (as the case may be) the Specified
Office of the Transfer Agent or (at the request and risk of any such relevant
Holder) by uninsured first class mail (and by airmail if the Holder is overseas)
to the address specified for such purpose by such relevant Holder. In this
paragraph, "Commercial Business Day" means a day on which commercial banks are
open for business in the city where the Registrar or (as the case may be)
Transfer Agent has its Specified Office.
The transfer of a Note will be effected without charge by or on behalf of
the Issuing Entity, the Registrar or the Transfer Agent but against such
indemnity as the Registrar or (as the case may be) such Transfer Agent may
require in respect of any tax or other duty of whatsoever nature which may be
levied or imposed in connection with such transfer.
Noteholders may not require transfers of Notes to be registered during the
period of 15 days ending on the due date for any payment of principal or
interest in respect of the Notes.
All transfers of Notes and entries on the Register are subject to the
detailed regulations concerning the transfer of Notes scheduled to the Issuer
Paying Agent and Agent Bank Agreement. The regulations may be changed by the
Issuing Entity with the prior written approval of the Note Trustee and the
Registrar. A copy of the current regulations will be mailed (free of charge) by
the Registrar to any Noteholder who requests in writing a copy of such
regulations.
2. Status, Priority and Security
(A) Status
The Notes of each Series and Class are direct, secured and unconditional
obligations of the Issuing Entity and will at all times rank pari passu and pro
rata without preference or priority amongst themselves.
Subject to the provisions of Conditions 4 and 5 and subject to the other
payment conditions set out in the applicable Final Terms and the other
Transaction Documents:
(i) the Class A Notes of each Series will rank pari passu and pro rata
without any preference or priority among the Class A Notes of each
Series but in priority to the Class B Notes, the Class M Notes, the
Class C Notes and the Class D Notes of any Series;
(ii) the Class B Notes of each Series will rank pari passu and pro rata
without any preference or priority among the Class B Notes of each
Series but in priority to the Class M Notes, the Class C Notes and
the Class D Notes of any Series;
(iii) the Class M Notes of each Series will rank pari passu and pro rata
without any preference or priority among the Class M Notes of each
Series but in priority to the Class C Notes and the Class D Notes of
any Series;
(iv) the Class C Notes of each Series will rank pari passu and pro rata
without any preference or priority among the Class C Notes of each
Series but in priority to the Class D Notes of any Series; and
(v) the Class D Notes of each Series will rank pari passu and pro rata
without any preference or priority among the Class D Notes of each
series.
(B) Conflict between the classes of Notes
The Issuer Trust Deed contains provisions requiring the Note Trustee to
have regard to the interests of the Class A Noteholders, the Class B
Noteholders, the Class M Noteholders, the Class C Noteholders and the Class D
Noteholders equally as regards all powers, trusts, authorities, duties and
discretions of the Note Trustee under these Conditions or any of the Issuer
Transaction
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Documents (except where expressly provided otherwise), but requiring the Note
Trustee to have regard (except as expressly provided otherwise):
(i) for so long as there are any Class A Notes outstanding (of any
Series), only to the interests of the Class A Noteholders if, in the
opinion of the Note Trustee, there is or may be a conflict between
the interests of the Class A Noteholders and the interests of the
Class B Noteholders and/or the interests of the Class M Noteholders
and/or the interests of the Class C Noteholders and/or the interests
of the Class D Noteholders (of that Series or of any other Series);
(ii) subject to (i) above and for so long as there are any Class B Notes
outstanding (of any Series), only to the interests of the Class B
Noteholders if, in the opinion of the Note Trustee there is or may
be a conflict between the interests of the Class B Noteholders and
the interest of the Class M Noteholders and/or the interests of the
Class C Noteholders and/or the interests of the Class D Noteholders
(of that Series or of any other Series);
(iii) subject to (i) and (ii) above and for so long as there are any Class
M Notes outstanding (of any Series), only to the interests of the
Class M Noteholders if, in the opinion of the Note Trustee, there is
or may be a conflict between the interests of the Class M
Noteholders and the interests of the Class C Noteholders and/or the
interests of the Class D Noteholders (of that Series or of any other
Series); and
(iv) subject to (i), (ii) and (iii) above and for so long as there are
any Class C Notes outstanding (of any Series), only to the interests
of the Class C Noteholders if, in the opinion of the Note Trustee,
there is or may be a conflict between the interests of the Class C
Noteholders and the Class D Noteholders (of that Series or of any
other Series).
The Issuer Trust Deed also contains provisions:
(a) limiting the powers of the Class B Noteholders, the Class M
Noteholders, the Class C Noteholders and the Class D Noteholders (in
each case, of any Series), inter alia, to request or direct the Note
Trustee to take any action or to pass an effective Extraordinary
Resolution according to the effect thereof on the interests of the
Class A Noteholders (of that Series or of any other Series). Except
in certain circumstances described in Condition 11, the Issuer Trust
Deed contains no such limitation on the powers of the Class A
Noteholders, the exercise of which will be binding on the Class B
Noteholders, the Class M Noteholders, the Class C Noteholders and
the Class D Noteholders respectively, irrespective of the effect
thereof on their respective interests;
(b) limiting the powers of the Class M Noteholders, the Class C
Noteholders and the Class D Noteholders (in each case, of any
Series), inter alia, to request or direct the Note Trustee to take
any action or to pass an effective Extraordinary Resolution
according to the effect thereof on the interests of the Class B
Noteholders (of that Series or of any other Series). Except in
certain circumstances described above and in Condition 11, the
Issuer Trust Deed contains no such limitation on the powers of the
Class B Noteholders, the exercise of which will be binding on the
Class M Noteholders, the Class C Noteholders and the Class D
Noteholders, respectively, irrespective of the effect thereof on
their respective interests;
(c) limiting the powers of the Class C Noteholders and the Class D
Noteholders (in each case, of any Series), inter alia, to request or
direct the Note Trustee to take any action or to pass an effective
Extraordinary Resolution according to the effect thereof on the
interests of the Class M Noteholders (of that Series or of any other
Series). Except in certain circumstances described above and in
Condition 11, the Issuer Trust Deed contains no such limitation on
the powers of the Class M Noteholders, the exercise of which will be
binding on the Class C Noteholders and the Class D Noteholders
irrespective of the effect thereof on their respective interests;
and
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(d) limiting the powers of the Class D Noteholders (of any Series),
inter alia, to request or direct the Note Trustee to take any action
or to pass an effective Extraordinary Resolution according to the
effect thereof on the interests of the Class C Noteholders (of that
Series or of any other Series). Except in certain circumstances
described above and in Condition 11, the Issuer Trust Deed contains
no such limitation on the powers of the Class C Noteholders, the
exercise of which will be binding on the Class D Noteholders
irrespective of the effect thereof on their respective interests.
The Note Trustee, in determining whether the exercise by it of any right,
power, trust, authority, duty or discretion under or in relation to these
Conditions or any of the Transaction Documents will not be materially
prejudicial to the interests of the Noteholders (or any Series and Class
thereof), will have regard to confirmations (if issued) from each of the Rating
Agencies that the then current ratings of the applicable Series and Class of
Notes would not be reduced, withdrawn or qualified by such exercise and any
other confirmation which it considers, in its sole and absolute discretion, is
appropriate.
(C) Security
As security for, inter alia, the payment of all monies payable in respect
of the Notes, the Issuing Entity has entered into the Issuer Deed of Charge
creating the Issuer Security in favour of the Issuer Security Trustee for itself
and on trust for, inter alios, the Note Trustee and the Noteholders.
3. Covenants
Save with the prior written consent of the Note Trustee or unless provided
in or contemplated under these Conditions or any of the Transaction Documents to
which the Issuing Entity is a party, the Issuing Entity shall not, so long as
any Note remains outstanding:
(A) Negative Pledge
create or permit to subsist any mortgage, standard security, pledge, lien,
charge or other Security Interest whatsoever (unless arising by operation of
law), upon the whole or any part of its assets (including any uncalled capital)
or its undertakings, present or future;
(B) Disposal of Assets
sell, assign, transfer, lease or otherwise dispose of, or deal with, or
grant any option or present or future right to acquire all or any of its
properties, assets, or undertakings or any interest, estate, right, title or
benefit therein or thereto or agree or attempt or purport to do any of the
foregoing;
(C) Equitable Interest
permit any person other than itself and the Issuer Security Trustee (as to
itself and on behalf of the Issuer Secured Creditors) to have any equitable or
beneficial interest in any of its assets or undertakings or any interest,
estate, right, title or benefit therein;
(D) Bank Accounts
have an interest in any bank account, other than an Issuer Bank Account or
a Swap Collateral Account;
(E) Restrictions on Activities
carry on any business other than as described in the Base Prospectus (as
revised, supplemented and/or amended from time to time) relating to the issue of
the Notes and the related activities described therein or as contemplated in the
Transaction Documents relating to the issue of the Notes;
(F) Borrowings
incur any indebtedness in respect of borrowed money whatsoever or give any
guarantee or indemnity in respect of any indebtedness or obligation of any
person;
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(G) Merger
consolidate or merge with any other person or convey or transfer
substantially all of its properties or assets to any other person;
(H) Waiver or Consent
permit the validity or effectiveness of any of the Issuer Trust Deed or
the Issuer Deed of Charge or the priority of the security interests created
thereby to be amended, terminated, postponed, waived or discharged, or permit
any other person whose obligations form part of the Issuer Security to be
released from such obligations;
(I) Employees or premises
have any employees or premises or subsidiaries;
(J) Dividends and Distributions
pay any dividend or make any other distribution to its shareholders or
issue any further shares or alter any rights attaching to its shares as at the
date of the Issuer Deed of Charge;
(K) Purchase Notes
purchase or otherwise acquire any Note or Notes; or
(L) United States activities
engage in any activities in the United States (directly or through
agents), or derive any income from United States sources as determined under
United States income tax principles, or hold any property if doing so would
cause it to be engaged in a trade or business within the United States as
determined under United States income tax principles.
4. Interest
(A) Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest on its Principal Amount Outstanding
from (and including) the Interest Commencement Date at the rate(s) per annum
equal to the Rate(s) of Interest payable, subject as provided in these
Conditions, in arrear on the Note Payment Date(s) in each year specified for
such Note in the applicable Final Terms up to (and including) the Final Maturity
Date.
Except as provided in the applicable Final Terms, the amount of interest
payable in respect of any Fixed Rate Note on each Note Payment Date for a Fixed
Interest Period ending on (but excluding) such date will amount to the Fixed
Coupon Amount. Payments of interest on any Note Payment Date will, if so
specified for such Note in the applicable Final Terms, amount to the Broken
Amount so specified.
If interest is required to be calculated in respect of any Fixed Rate Note
for a period other than a Fixed Interest Period, such interest shall be
calculated by applying the Rate of Interest specified for such Note in the
applicable Final Terms to the Principal Amount Outstanding on such Note,
multiplying such sum by the applicable Day Count Fraction, and rounding the
resultant figure to the nearest sub-unit of the relevant Specified Currency,
half of any such sub-unit being rounded upwards or otherwise in accordance with
applicable market convention.
"Day Count Fraction" means, in respect of the calculation of an amount of
interest for any Fixed Rate Note in accordance with this Condition 4(A):
(i) if "Actual/Actual (ISMA)" is specified for such Note in the
applicable Final Terms:
(a) in the case of Notes where the number of days in the relevant
period from (and including) the most recent Note Payment Date
for such Notes (or, if none, the Interest Commencement Date)
to (but excluding) the relevant Note Payment Date (the
"Accrual Period") is equal to or shorter than the
Determination Period during which the Accrual Period ends, the
number of days in such Accrual Period divided
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by the product of (1) the number of days in such Determination
Period and (2) the number of Determination Dates (as specified
in the applicable Final Terms) that would occur in one
calendar year; or
(b) in the case of Notes where the Accrual Period is longer than
the Determination Period during which the Accrual Period ends,
the sum of:
(1) the number of days in such Accrual Period falling in the
Determination Period in which the Accrual Period begins
divided by the product of (x) the number of days in such
Determination Period and (y) the number of Determination
Dates that would occur in one calendar year; and
(2) the number of days in such Accrual Period falling in the
next Determination Period divided by the product of (x)
the number of days in such Determination Period and (y)
the number of Determination Dates that would occur in
one calendar year; and
(ii) if "30/360" is specified for such Note in the applicable Final
Terms, the number of days in the period from (and including) the
most recent Note Payment Date for such Note (or, if none, the
Interest Commencement Date) to (but excluding) the relevant Note
Payment Date (such number of days being calculated on the basis of a
year of 360 days with twelve 30-day months) divided by 360.
(B) Interest on Floating Rate Notes
(i) Note Payment Dates
Each Floating Rate Note bears interest on its Principal Amount
Outstanding from (and including) the Interest Commencement Date and
such interest will be payable in arrear on the Note Payment Date(s)
in each year specified for such Note in the applicable Final Terms.
Such interest will be payable in respect of each Interest Period.
If a Business Day Convention is specified for a Floating Rate Note
in the applicable Final Terms and (x) if there is no numerically
corresponding day in the calendar month in which a Note Payment Date
should occur or (y) if any Note Payment Date would otherwise fall on
a day which is not a Business Day, then, if the Business Day
Convention specified is:
(1) in any case where Specified Periods are specified in
accordance with Condition 4(B)(i)(b) above, the "Floating Rate
Convention", the Note Payment Date for such Note (i) in the
case of (x) above, shall be the last day that is a Business
Day in the relevant month and the provisions of (B) below
shall apply mutatis mutandis or (ii) in the case of (y) above,
shall be postponed to the next day which is a Business Day
unless it would thereby fall into the next calendar month, in
which event (A) such Note Payment Date shall be brought
forward to the immediately preceding Business Day and (B) each
subsequent Note Payment Date shall be the last Business Day in
the month which falls the Specified Period after the preceding
applicable Note Payment Date occurred; or
(2) the "Following Business Day Convention", the Note Payment Date
for such note shall be postponed to the next day which is a
Business Day; or
(3) the "Modified Following Business Day Convention", the Note
Payment Date for such Note shall be postponed to the next day
which is a Business Day unless it would thereby fall into the
next calendar month, in which event such Note Payment Date
shall be brought forward to the immediately preceding Business
Day; or
(4) the "Preceding Business Day Convention", the Note Payment Date
for such Note shall be brought forward to the immediately
preceding Business Day.
(ii) Rate of Interest
The Rate of Interest payable from time to time in respect of a
Floating Rate Note will be determined in the manner specified for
such Note in the applicable Final Terms.
(a) ISDA Determination for Floating Rate Notes
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Where "ISDA Determination" is specified for such Note in the
applicable Final Terms as the manner in which the Rate of
Interest is to be determined, the Rate of Interest for each
Interest Period will be the relevant ISDA Rate plus or minus
(as indicated for such Note in the applicable Final Terms) the
Margin (if any). For the purposes of this sub-paragraph (a),
"ISDA Rate" for an Interest Period means a rate equal to the
Floating Rate that would be determined by the Agent Bank or
other person specified in the applicable Final Terms under an
interest rate swap transaction if the Agent Bank or that other
person were acting as Calculation Agent for that swap
transaction under the terms of an agreement incorporating the
ISDA Definitions and under which:
(1) the Floating Rate Option is as specified for such Note
in the applicable Final Terms;
(2) the Designated Maturity is the period specified for such
Note in the applicable Final Terms; and
(3) the relevant Reset Date is either (i) if the applicable
Floating Rate Option is based on LIBOR or EURIBOR for a
currency, the first day of that Interest Period, or (ii)
in any other case, as specified for such Note in the
applicable Final Terms.
For the purposes of this sub-paragraph (a), "Floating Rate",
"Calculation Agent", "Floating Rate Option", "Designated
Maturity" and "Reset Date" have the meanings given to those
terms in the ISDA Definitions.
(b) Screen Rate Determination for Floating Rate Notes
Where "Screen Rate Determination" is specified for a Floating
Rate Note in the applicable Final Terms as the manner in which
the Rate of Interest is to be determined for such Note, the
Rate of Interest for each Interest Period will, subject as
provided below, be either:
(1) the offered quotation (if there is only one quotation on
the Relevant Screen Page); or
(2) the arithmetic mean (rounded if necessary to the fifth
decimal place, with 0.000005 being rounded upwards) of
the offered quotations,
(expressed as a percentage rate per annum) for the Reference
Rate which appears or appear, as the case may be, on the
Relevant Screen Page as at 11.00 a.m. (London time, in the
case of LIBOR, or Brussels time, in the case of EURIBOR) on
the Interest Determination Date in question plus or minus the
Margin (if any), all as determined by the Agent Bank. If five
or more of such offered quotations are available on the
Relevant Screen Page, the highest (or, if there is more than
one such highest quotation, one only of such quotations) and
the lowest (or, if there is more than one such lowest
quotation, one only of such quotations) shall be disregarded
by the Agent Bank for the purpose of determining the
arithmetic mean (rounded as provided above) of such offered
quotations.
The Issuer Paying Agent and Agent Bank Agreement contains
provisions for determining the Rate of Interest pursuant to
this sub-paragraph (b) in the event that the Relevant Screen
Page is not available or if, in the case of (1) above, no such
offered quotation appears or, in the case of (2) above, fewer
than three such offered quotations appear, in each case as at
the time specified in the preceding paragraph.
If the Reference Rate from time to time in respect of a
Floating Rate Note is specified for such Note in the
applicable Final Terms as being other than LIBOR or EURIBOR,
the Rate of Interest in respect of such Note will be
determined as provided for such Note in the applicable Final
Terms.
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(iii) Minimum Rate of Interest and/or Maximum Rate of Interest
If the applicable Final Terms specifies a Minimum Rate of Interest
for a Floating Rate Note for any Interest Period, then, in the event
that the Rate of Interest for such Note in respect of such Interest
Period determined in accordance with the provisions of paragraph
(ii) above is less than such Minimum Rate of Interest, the Rate of
Interest for such Note for such Interest Period shall be such
Minimum Rate of Interest.
If the applicable Final Terms specifies a Maximum Rate of Interest
for such Note for any Interest Period, then, in the event that the
Rate of Interest for such Note in respect of such Interest Period
determined in accordance with the provisions of paragraph (ii) above
is greater than such Maximum Rate of Interest, the Rate of Interest
for such Note for such Interest Period shall be such Maximum Rate of
Interest.
(iv) Determination of Rate of Interest and calculation of Interest
Amounts
The Agent Bank will at or as soon as practicable after each time at
which the Rate of Interest is to be determined, determine the Rate
of Interest for the relevant Interest Period. The Agent Bank will
calculate the amount of interest payable on the Floating Rate Notes
in respect of each Specified Denomination (each an "Interest
Amount") for the relevant Interest Period. Each Interest Amount
shall be calculated by applying the Rate of Interest to the
Principal Amount Outstanding of each Note, multiplying such sum by
the applicable Day Count Fraction, and rounding the resultant figure
to the nearest sub-unit of the relevant Specified Currency, half of
any such sub-unit being rounded upwards or otherwise in accordance
with applicable market convention.
"Day Count Fraction" means, in respect of the calculation of an
amount of interest for a Floating Rate Note in accordance with this
Condition 4(B)(iv) for any Interest Period:
(a) if "Actual/365" or "Actual/Actual (ISDA)" is specified for
such Note in the applicable Final Terms, the actual number of
days in the Interest Period divided by 365 (or, if any portion
of that Interest Period falls in a leap year, the sum of (A)
the actual number of days in that portion of the Interest
Period falling in a leap year divided by 366 and (B) the
actual number of days in that portion of the Interest Period
falling in a non-leap year divided by 365);
(b) if "Actual/365 (Fixed)" is specified for such for such Note in
the applicable Final Terms, the actual number of days in the
Interest Period divided by 365;
(c) if "Actual/365 (Sterling)" is specified for such Note in the
applicable Final Terms, the actual number of days in the
Interest Period divided by 365 or, in the case of a Note
Payment Date falling in a leap year, 366;
(d) if "Actual/360" is specified for such Note in the applicable
Final Terms, the actual number of days in the Interest Period
divided by 360;
(e) if "30/360", "360/360" or "Bond Basis" is specified for such
Note in the applicable Final Terms, the number of days in the
Interest Period divided by 360 (the number of days to be
calculated on the basis of a year of 360 days with twelve
30-day months (unless (a) the last day of the Interest Period
is the 31st day of a month but the first day of the Interest
Period is a day other than the 30th or 31st day of a month, in
which case the month that includes that last day shall not be
considered to be shortened to a 30-day month, or (b) the last
day of the Interest Period is the last day of the month of
February, in which case the month of February shall not be
considered to be lengthened to a 30-day month)); and
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(f) if "30E/360" or "Eurobond Basis" is specified for such Note in
the applicable Final Terms, the number of days in the Interest
Period divided by 360 (the number of days to be calculated on
the basis of a year of 360 days with twelve 30-day months,
without regard to the date of the first day or last day of the
Interest Period unless, in the case of the final Interest
Period, the Final Maturity Date (or, as the case may be,
Extended Due for Note Payment Date) is the last day of the
month of February, in which case the month of February shall
not be considered to be lengthened to a 30-day month).
(v) Notification of Rate of Interest and Interest Amounts
The Agent Bank will cause the Rate of Interest and each Interest
Amount for each Interest Period and the relevant Note Payment Date
to be notified to the Note Trustee, the Issuer Security Trustee, the
Issuer Cash Manager, the Paying Agents, the Registrar and to any
stock exchange or other relevant competent authority or quotation
system on which the relevant Floating Rate Notes are for the time
being listed, quoted and/or traded or by which they have been
admitted to listing and to be published in accordance with Condition
14 as soon as possible after their determination but in no event
later than the fourth Business Day thereafter. Each Interest Amount
and Note Payment Date so notified may subsequently be amended (or
appropriate alternative arrangements made by way of adjustment)
without notice in the event of an extension or shortening of the
Interest Period. Any such amendment or alternative arrangements will
be promptly notified to the Note Trustee and each stock exchange or
other relevant authority on which the relevant Floating Rate Notes
are for the time being listed or by which they have been admitted to
listing and to Noteholders in accordance with Condition 14.
(vi) Determination or Calculation by Note Trustee
If for any reason at any relevant time after the Closing Date, the
Agent Bank or, as the case may be, the Calculation Agent defaults in
its obligation to determine the Rate of Interest for a Floating Rate
Note or the Agent Bank defaults in its obligation to calculate any
Interest Amount for such Note in accordance with sub-paragraph
(ii)(a) or (b) above or as otherwise specified for such Note in the
applicable Final Terms, as the case may be, and in each case in
accordance with paragraph (iv) above, the Note Trustee shall
determine the Rate of Interest at such rate as, in its absolute
discretion (having such regard as it shall think fit to the
foregoing provisions of this Condition, but subject always to any
Minimum Rate of Interest or Maximum Rate of Interest specified for
such Note in the applicable Final Terms), it shall deem fair and
reasonable in all the circumstances or, as the case may be, the Note
Trustee shall calculate the Interest Amount(s) in such manner as it
shall deem fair and reasonable in all the circumstances and each
such determination or calculation shall be deemed to have been made
by the Agent Bank or the Calculation Agent, as the case may be.
(vii) Certificates to be final
All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or
obtained for the purposes of the provisions of this Condition 4(B),
whether by the Agent Bank or the Calculation Agent or the Note
Trustee shall (in the absence of wilful default, bad faith or
manifest error) be binding on the Issuing Entity, the Issuer Cash
Manager, the Principal Paying Agent, the Calculation Agent, the
other Paying Agents, the Note Trustee and all Noteholders and (in
the absence of wilful default or bad faith) no liability to the
Issuing Entity or the Noteholders shall attach to the Agent Bank or
the Calculation Agent or the Note Trustee in connection with the
exercise or non-exercise by it of its powers, duties and discretions
pursuant to such provisions.
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(C) Accrual of interest
Interest (if any) will cease to accrue on each Note (or in the case of the
redemption of part only of a Note, that part only of such Note) on the due date
for redemption thereof unless, upon due presentation thereof, payment of
principal is improperly withheld or refused in which event, interest will
continue to accrue as provided in the Issuer Trust Deed.
(D) Deferred Interest
To the extent that, subject to and in accordance with the relevant Issuer
Priority of Payments, the funds available to the Issuing Entity to pay interest
on any Series and Class of Notes (other than the most senior class of Notes of
any Series then outstanding) on a Note Payment Date (after discharging the
Issuing Entity's liabilities of a higher priority) are insufficient to pay the
full amount of such interest, payment of the shortfall attributable to such
Series and Class of Notes ("Deferred Interest") will not then fall due but will
instead be deferred until the first Note Payment Date for such Notes thereafter
on which sufficient funds are available (after allowing for the Issuing Entity's
liabilities of a higher priority and subject to and in accordance with the
relevant Issuer Priority of Payments) to fund the payment of such Deferred
Interest to the extent of such available funds.
Such Deferred Interest will accrue interest ("Additional Interest") at the
rate of interest applicable from time to time to the applicable Series and Class
of Notes and payment of any Additional Interest will also be deferred until the
first Note Payment Date for such Notes thereafter on which funds are available
(after allowing for the Issuing Entity's liabilities of a higher priority
subject to and in accordance with the relevant Issuer Priority of Payments) to
the Issuing Entity to pay such Additional Interest to the extent of such
available funds.
Amounts of Deferred Interest and Additional Interest shall not be deferred
beyond the Final Maturity Date of the applicable Series and Class of Notes, when
such amounts will become due and payable.
Payments of interest due on a Note Payment Date in respect of the most
senior class of Notes of any Series then outstanding will not be deferred. In
the event of the delivery of an Issuer Enforcement Notice (as described in
Condition 9), the amount of interest in respect of such Notes that was due but
not paid on such Note Payment Date will itself bear interest at the applicable
rate until both the unpaid interest and the interest on that interest are paid
as provided in the Issuer Trust Deed.
5. Redemption, Purchase and Cancellation
(A) Final Redemption
Unless previously redeemed in full as provided in this Condition 5, the
Issuing Entity shall redeem a Series and Class of Notes at their then Principal
Amount Outstanding together with all accrued interest on the Final Maturity Date
in respect of such Notes.
The Issuing Entity may not redeem such Notes in whole or in part prior to
their Final Maturity Date except as provided in paragraph (B), (D), (E) or (F)
below, but without prejudice to Condition 9.
(B) Mandatory Redemption of the Notes in Part
On each Note Payment Date, other than a Note Payment Date on which a
Series and Class of Notes are to be redeemed under Conditions 5(A), (D), (E) or
(F), the Issuing Entity shall repay principal in respect of such Notes in an
amount equal to:
(i) (a) prior to the earlier to occur of the Step-Up Date (if any) in
respect of such Notes and a Pass-Through Trigger Event (and
subject to the terms of the Issuer Deed of Charge regarding
the funding, replenishment and application of the Issuer
Reserve Fund) the lower of:
(1) the amount due to be paid on such Note Payment Date as
specified for such Notes in the applicable Final Terms;
and
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(2) the amount (if any) repaid on the corresponding Loan
Payment Date in respect of the related Loan Tranche and
pursuant to the Global Intercompany Loan Agreement and
which is available, under the terms of the Issuer Deed
of Charge and the Issuer Cash Management Agreement to
repay principal in respect of such Notes converted,
where the Specified Currency for such Notes is not
Sterling, into the Specified Currency at the Specified
Currency Exchange Rate for such Notes;
provided that, in the case of any Series and Class of
Pass-Through Notes, the amount of principal to be repaid
by the Issuing Entity in respect of such Notes on the
applicable Note Payment Date shall be calculated in
accordance with sub-paragraph 2 above; or
(b) following the earlier to occur of the Step-Up Date (if any) in
respect of such Notes and a Pass-Through Trigger Event
(whereupon each following Monthly Payment Date shall
constitute a Note Payment Date) and subject to the terms of
the Issuer Deed of Charge regarding the funding, replenishment
and application of the Issuer Reserve Fund, the amount (if
any) repaid on the corresponding Loan Payment Date in respect
of the related Loan Tranche and pursuant to the Global
Intercompany Loan Agreement converted, where the Specified
Currency for such Notes is not Sterling, into the Specified
Currency at the Specified Currency Exchange Rate for such
Notes; and
(ii) the amount standing to the credit of the Issuer Reserve Fund which
is available (subject to the terms of the Issuer Deed of Charge) to
repay principal in respect of such Notes converted, where the
Specified Currency for such Notes is not Sterling, into Sterling at
the Specified Currency Exchange Rate for such Notes.
To the extent that there are insufficient funds available to the Issuing
Entity to repay the amount due to be paid on such Note Payment Date the Issuing
Entity will be required to repay the shortfall, to the extent that it receives
funds therefor (and subject to the terms of the Issuer Deed of Charge and the
Issuer Cash Management Agreement) on subsequent Note Payment Dates in respect of
such Notes.
(C) Note Principal Payments and Principal Amount Outstanding
The principal amount redeemable (the "Note Principal Payment") in respect
of each Note of a particular Series and Class on any Note Payment Date under
Condition 5(B) above shall be a proportion of the amount required as at that
Note Payment Date to be applied in redemption of such Series and Class of Notes
on such date equal to the proportion that the Principal Amount Outstanding of
the relevant Note bears to the aggregate Principal Amount Outstanding of such
Series and Class of Notes rounded down to the nearest sub-unit of the Specified
Currency; provided always that no such Note Principal Payment may exceed the
Principal Amount Outstanding of the relevant Note.
On each Note Determination Date the Issuing Entity shall determine (or
cause the Issuer Cash Manager to determine) (i) the amount of any Note Principal
Payment payable in respect of each Note of the relevant series and class on the
immediately following Note Payment Date and (ii) the Principal Amount
Outstanding of each such Note which shall be the Specified Denomination less (in
each case) the aggregate amount of all Note Principal Payments in respect of
such Note that has been paid since the Closing Date and on or prior to that Note
Determination Date (the "Principal Amount Outstanding") and (iii) the fraction
expressed as a decimal to the fifth decimal point (the "Pool Factor"), of which
the numerator is the Principal Amount Outstanding of that Note (as referred to
in (ii) above) and the denominator is the Specified Denomination. Each
determination by or on behalf of the Issuing Entity of any Note Principal
Payment of a Note, the Principal Amount Outstanding of a Note and the Pool
Factor shall in each case (in the absence of wilful default, bad faith or
manifest error) be final and binding on all persons.
The Issuing Entity will cause each determination of the Note Principal
Payment and the Principal Amount Outstanding and the Pool Factor in respect of a
Series of Class of Notes to be notified forthwith, and in any event not later
than 1.00 p.m. (London time) on the Business Day
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immediately succeeding the Note Determination Date, to the Note Trustee, the
Issuer Security Trustee, the Paying Agents, the Registrar, the Agent Bank and
(for so long as such Notes are listed on one or more stock exchanges) the
relevant stock exchanges, and will cause notice of each determination of the
Note Principal Payment and the Principal Amount Outstanding to be given to
Noteholders in accordance with Condition 14 by no later than the Business Day
after the relevant Note Payment Date.
If the Issuing Entity does not at any time for any reason determine (or
cause the Issuer Cash Manager to determine) a Note Principal Payment or the
Principal Amount Outstanding in accordance with the preceding provisions of this
paragraph, such Note Principal Payment and/or Principal Amount Outstanding may
be determined by the Note Trustee in accordance with this Condition 6(C) in the
manner the Note Trustee in its discretion considers fair and reasonable in the
circumstances, having regard to this Condition 6(C), and each such determination
or calculation shall be deemed to have been made by the Issuing Entity. Any such
determination shall (in the absence of wilful default, bad faith or manifest
error) be binding on the Issuing Entity, the Issuer Cash Manager and the
Noteholders.
(D) Optional Redemption in Full
Subject to the provisos below, upon giving not more than 60 nor less than
30 days' prior notice to the Note Trustee and the Noteholders in accordance with
Condition 14, the Issuing Entity may redeem a Series and Class of Notes at their
aggregate Redemption Amount together with any accrued and unpaid interest in
respect thereof on the following dates:
(i) the date specified as the Step-Up Date for such Notes in the
applicable Final Terms and on any Note Payment Date for such Notes
thereafter; or
(ii) on such Note Payment Date on which the aggregate Principal Amount
Outstanding of such Notes and all other Classes of Notes of the same
Series is less than 10 per cent. of the aggregate Principal Amount
Outstanding of such Series of Notes as at the Closing Date on which
such Series of Notes were issued,
PROVIDED THAT (in either of the cases above), on or prior to giving any
such notice, the Issuing Entity shall have provided to the Note Trustee a
certificate signed by two directors of the Issuing Entity to the effect that (a)
it will have the funds, not subject to any interest of any other person,
required to redeem such Notes as aforesaid and any amounts required to be paid
in priority to or pari passu with such Notes outstanding in accordance with the
terms and conditions of the Issuer Deed of Charge and the Issuer Cash Management
Agreement, and (b) the Repayment Tests will be satisfied following the making of
such redemptions.
(E) Optional Redemption for Tax and other Reasons
If the Issuing Entity at any time satisfies the Note Trustee immediately
prior to the giving of the notice referred to below that on the next Note
Payment Date either:
(i) the Issuing Entity would be required to deduct or withhold from any
payment of principal or interest or any other amount under a Series
and Class of Notes any amount for or on account of any present or
future taxes, duties, assessments or governmental charges of
whatever nature; or
(ii) Funding 2 would be required to deduct or withhold from amounts due
in respect of the Loan Tranche under the Global Intercompany Loan
Agreement which was funded by such Notes any amount on account of
any present or future taxes, duties, assessments or governmental
charges of whatever nature; and
(iii) in relation to either the events described in (i) and (ii) above,
such obligation of the Issuing Entity or Funding 2 (as the case may
be) cannot be avoided by the Issuing Entity or Funding 2 (as the
case may be) taking reasonable measures available to it,
then the Issuing Entity shall use its reasonable endeavours to arrange the
substitution of a company incorporated in another jurisdiction approved by
the Note Trustee as principal debtor under such Notes and/or as lender of
such Loan Tranche as the case may be, upon the Note Trustee being
satisfied that (1) such substitution will not be materially prejudicial to
the
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Noteholders, and upon the Issuer Security Trustee being satisfied that (1)
that the position of the Issuer Secured Creditors will not thereby be
adversely affected, and (2) that such substitution would not require
registration of any new security under United States securities laws or
would materially increase the disclosure requirements under United States
law or the costs of issuance. Only if the Issuing Entity is unable to
arrange a substitution will the Issuing Entity be entitled to redeem the
Notes as described in this Condition 5(E).
Subject to the proviso below, if the Issuing Entity is unable to arrange a
substitution as described above and, as a result, one or more of the events
described in (i) or (ii) above (as the case may be) is continuing, then the
Issuing Entity may, having given not more than 60 nor less than 30 days' notice
to the Note Trustee and the Noteholders in accordance with Condition 14, redeem
all (but not some only) of such Notes on the immediately succeeding Note Payment
Date for such Notes at their aggregate Redemption Amount together with any
accrued and unpaid interest in respect thereof provided that (in either case),
prior to giving any such notice, the Issuing Entity shall have provided to the
Note Trustee:
(a) a certificate signed by two directors of the Issuing Entity stating
the circumstances referred to in (i) or (ii) and (iii) above prevail
and setting out details of such circumstances; and
(b) an opinion in form and substance satisfactory to the Note Trustee of
independent legal advisors of recognised standing to the effect that
the Issuing Entity has or will become obliged to pay such additional
amounts as a result of such change or amendment.
The Note Trustee shall be entitled to accept such certificate and opinion
as sufficient evidence of the satisfaction of the circumstance set out in (i) or
(ii) and (iii) above, in which event they shall be conclusive and binding on the
Noteholders. The Issuing Entity may only redeem such Notes as aforesaid, if on
or prior to giving such notice, the Issuing Entity shall have provided to the
Note Trustee a certificate signed by two directors of the Issuing Entity to the
effect that (a) it will have the funds, not subject to any interest of any other
person, required to redeem such Notes as aforesaid and any amounts required to
be paid in priority to or pari passu with such Notes outstanding in accordance
with the terms and conditions of the Issuer Deed of Charge and the Issuer Cash
Management Agreement, and (b) the Repayment Tests will be satisfied following
the making of such redemptions.
In addition to the foregoing, if at any time it becomes unlawful for the
Issuing Entity to make, fund or allow to remain outstanding the Global
Intercompany Loan, then the Issuing Entity may require Funding 2 upon giving not
more than 60 nor less than 30 days' (or such shorter period as may be required
under any relevant law) prior written notice to the Issuing Entity (whereupon
the Issuing Entity shall give notice to the Noteholders in accordance with
Condition 14), the Issuer Security Trustee and the Note Trustee, to prepay the
Global Intercompany Loan on any Loan Payment Date subject to and in accordance
with the provisions of the Global Intercompany Loan Agreement to the extent
necessary to cure such illegality. Such monies received by the Issuing Entity
shall be used to redeem the Notes in full, together with any accrued and unpaid
interest, on the equivalent Note Payment Date.
(F) Optional Redemption for Implementation of Capital Requirements Directive
If the Capital Requirements Directive, as described in the consultation
paper on the EU's implementation of the New Basel Capital Accord published on 14
July 2004 by the European Commission, has been implemented in the United
Kingdom, whether by rule of law, recommendation or best practice or by any other
regulation, then on the Note Payment Date specified in the applicable Final
Terms (if any) and on any Note Payment Date for such Notes thereafter, the
Issuing Entity may, by giving not more than 60 nor less than 30 days' (or such
shorter period as may be required under any relevant law) prior notice to the
Note Trustee and the Noteholders in accordance with Condition 14, redeem all
(but not some only) of the Notes at their aggregate Redemption Amount together
with any accrued and unpaid interest in respect thereof on the next following
Note Payment Date for such Notes, provided that an Issuer Enforcement Notice has
not been served. The Issuing Entity may only redeem the Notes as aforesaid, if
on or prior to giving such notice, the Issuing Entity shall have provided to the
Note Trustee a certificate signed
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by two directors of the Issuing Entity to the effect that (a) it will have the
funds, not subject to any interest of any other person, required to redeem such
Notes as aforesaid and any amounts required to be paid in priority to or pari
passu with such Notes outstanding in accordance with the terms and conditions of
the Issuer Deed of Charge and the Cash Management Agreement, and (b) the
Repayment Tests will be satisfied following the making of such redemptions.
(G) Redemption Amounts
For the purposes of this Condition 5, "Redemption Amount" means, in
respect of any Series and Class of Notes, the amount specified in relation to
such Notes in the applicable Final Terms or, if not so specified:
(i) in respect of each Note (other than a Zero Coupon Note), the
Principal Amount Outstanding of such Note; and
(ii) in respect of each Zero Coupon Note, an amount (the "Amortised Face
Amount") calculated in accordance with the following formula:
Redemption Amount = RP x (1 + AY) y
where:
RP = the Reference Price;
AY = the Accrual Yield expressed as a decimal; and
y = a fraction, the numerator of which is equal to the number of days
(calculated on the basis of a 360-day year consisting of 12 months of
30 days each) from (and including) the first Closing Date of the
applicable Series and Class of Notes to (but excluding) the date
fixed for redemption or, as the case may be, the date upon which such
Note becomes due and payable and the denominator of which is 360.
If the amount payable in respect of any Zero Coupon Note upon redemption
of such Zero Coupon Note pursuant to Condition 5(A), (B), (D), (E) or (F) above
or upon its becoming due and repayable as provided in Condition 9 is improperly
withheld or refused, the amount due and repayable in respect of such Note shall
be the amount calculated as provided in paragraph (b) above as though the
reference therein to the date fixed for the redemption or, as the case may be,
the date upon which such Note becomes due and payable were replaced by reference
to the date which is the earlier of:
(i) the date on which all amounts due in respect of such Note have been
paid; and
(ii) the date on which the full amount of the moneys payable in respect
of such Note has been received by the Principal Paying Agent or the
Note Trustee or the Registrar and notice to that effect has been
given to the Noteholders in accordance with Condition 14.
6. Payments
(A) Payment of Interest and Principal
Payments of principal shall be made by cheque in the Specified Currency,
drawn on a Designated Bank, or upon application by a Holder of the relevant Note
to the Specified Office of the Principal Paying Agent not later than the fifth
Business Day before the Record Date (as defined in Condition 6(G)), by transfer
to a Designated Account maintained by the payee with a Designated Bank and (in
the case of final redemption) upon surrender (or, in the case of part payment
only, endorsement) of the relevant Note Certificates at the Specified Office of
any Paying Agent.
Payments of interest shall be made by cheque in the Specified Currency
drawn on a Designated Bank, or upon application by a Holder of the relevant Note
to the Specified Office of the Principal Paying Agent not later than the fifth
Business Day before the Record Date (as defined in Condition 6(G)), by transfer
to a Designated Account maintained by the payee with a Designated Bank and (in
the case of interest payable on final redemption) upon surrender (or, in the
case of part payment only, endorsement) of the relevant Note Certificates at the
Specified Office of any Paying Agent.
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(B) Laws and Regulations
Payments of principal and interest in respect of the Notes are subject in
all cases to any fiscal or other laws and regulations applicable thereto.
Noteholders will not be charged commissions or expenses on payments.
(C) Payment of Interest following a failure to pay Principal
If payment of principal is improperly withheld or refused on or in respect
of any Note or part thereof, the interest which continues to accrue in respect
of such Note in accordance with Condition 4 will be paid in accordance with this
Condition 6.
(D) Change of Agents
The initial Principal Paying Agent, the Registrar, the Transfer Agent and
the initial Paying Agents and their respective initial Specified Offices are
listed at the end of these Conditions. The Issuing Entity reserves the right,
subject to the prior written approval of the Note Trustee, at any time to vary
or terminate the appointment of the Principal Paying Agent, the Registrar, the
Transfer Agent and the US Paying Agent and to appoint additional or other Paying
Agents. The Issuing Entity will at all times maintain a Paying Agent with a
Specified Office in London and a US Paying Agent with a Specified Office in New
York and a Registrar. Except where otherwise provided in the Issuer Trust Deed,
the Issuing Entity will cause at least 30 days' notice of any change in or
addition to the Paying Agents, the Transfer Agent or the Registrar or their
Specified Offices to be given in accordance with Condition 14 and will notify
the Rating Agencies of such change or addition.
(E) No payment on non-Business Day
Where payment is to be made by transfer to a Designated Account, payment
instructions (for value the due date or, if the due date is not a Payment
Business Day, for value the next succeeding Payment Business Day) will be
initiated and, where payment is to be made by cheque, the cheque will be mailed
(i) (in the case of payments of principal and interest payable on redemption) on
the later of the due date for payment and the day on which the relevant Note is
surrendered (or, in the case of part payment only, endorsed) at the Specified
Office of a Paying Agent and (ii) (in the case of payments of interest payable
other than on redemption) on the due date for payment. A Holder of a Note shall
not be entitled to any interest or other payment in respect of any delay in
payment resulting from (A) the due date for a payment not being a Payment
Business Day or (B) a cheque mailed in accordance with this Condition 6(E)
arriving after the due date for payment or being lost in the mail.
(F) Partial Payment
If a Paying Agent makes a partial payment in respect of any Note, the
Issuing Entity shall procure and the Registrar will ensure that the amount and
date of such payment are noted on the Register and, in the case of partial
payment upon presentation of a Note Certificate, that a statement indicating the
amount and date of such payment is endorsed on the relevant Note Certificate.
(G) Record Date
Each payment in respect of a Note will be made to the persons shown as the
Holder in the Register at the opening of business in the place of the
Registrar's Specified Office on the fifteenth day before the due date for such
payment (the "Record Date"). Where payment in respect of a Note is to be made by
cheque, the cheque will be mailed to the address shown as the address of the
Holder in the Register at the opening of business on the relevant Record Date.
(H) Payment of Interest
Subject as provided otherwise in these Conditions, if interest is not paid
in respect of a Note of any class on the date when due and payable (other than
because the due date is not a Payment Business Day) or by reason of
non-compliance with Condition 6(A), then such unpaid interest shall itself bear
interest at the Rate of Interest applicable from time to time to such Note
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until such interest and interest thereon are available for payment and notice
thereof has been duly given in accordance with Condition 14.
7. Prescription
Claims against the Issuing Entity for payment of interest and principal on
redemption shall be prescribed and become void if the relevant Note Certificates
are not surrendered for payment within a period of 10 years from the relevant
date in respect thereof. After the date on which a payment under a Note becomes
void in its entirety, no claim may be made in respect thereof. In this Condition
7, the "relevant date", in respect of a payment under a Note, is the date on
which the payment in respect thereof first becomes due or (if the full amount of
the monies payable in respect of those payments under all the Notes due on or
before that date has not been duly received by the Principal Paying Agent, the
US Paying Agent or the Note Trustee on or prior to such date) the date on which
the full amount of such monies having been so received or notice to that effect
is duly given to Noteholders in accordance with Condition 14.
8. Taxation
All payments in respect of the Notes will be made without withholding or
deduction for, or on account of, any present or future taxes, duties or charges
of whatsoever nature unless the Issuing Entity or any relevant Paying Agent is
required by applicable law to make any payment in respect of the Notes subject
to any such withholding or deduction. In that event, the Issuing Entity or such
Paying Agent shall make such payment after such withholding or deduction has
been made and shall account to the relevant authorities for the amount so
required to be withheld or deducted. No Paying Agent nor the Issuing Entity will
be obliged to make any additional payments to Noteholders in respect of such
withholding or deduction.
The occurrence of the Issuing Entity or any Paying Agent being required to
make a withholding or deduction in the circumstances outlined in the previous
paragraph shall not constitute a Note Event of Default.
The Issuing Entity will treat the US Notes as indebtedness for US federal
income tax purposes. Each Holder of a US dollar denominated Note, by the
acceptance thereof, agrees to treat such US dollar denominated Note as
indebtedness for US federal income tax purposes.
9. Events of Default
(A) Class A Noteholders
The Note Trustee in its absolute discretion may (and if so requested in
writing by the Holders of not less than 25 per cent. in aggregate Principal
Amount Outstanding of the Class A Notes (which for this purpose and the purpose
of any Extraordinary Resolution referred to in this Condition 9(A) means the
Class A Notes of all Series constituted by the Issuer Trust Deed) or if so
directed by or pursuant to an Extraordinary Resolution passed at a meeting of
the Holders of the Class A Notes shall), subject in each case to being
indemnified and/or secured to its satisfaction, give notice (a "Class A Issuer
Enforcement Notice") to the Issuing Entity, the Issuer Security Trustee and the
Funding 2 Security Trustee of a Note Event of Default (as defined below)
declaring (in writing) the Class A Notes and all other Notes to be due and
repayable (and they shall forthwith become due and repayable) at any time after
the happening of any of the following events which is continuing or unwaived:
(i) default being made for a period of seven Business Days in the
payment of any amount of principal of the Class A Notes of any
Series when and as the same ought to be paid in accordance with
these Conditions or default being made for a period of fifteen
Business Days in the payment of any amount of interest on the Class
A Notes of any Series when and as the same ought to be paid in
accordance with these Conditions; or
(ii) the Issuing Entity failing duly to perform or observe any other
obligation binding upon it under the Class A Notes of any Series,
the Issuer Trust Deed, the Issuer Deed of Charge or any other
Transaction Document and, in any such case (except where the Note
Trustee certifies that, in its opinion, such failure is incapable of
remedy, in which case no notice will be required), such failure is
continuing unremedied for a period of 30
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days following the service by the Note Trustee on the Issuing Entity
of notice requiring the same to be remedied and the Note Trustee has
certified that the failure to perform or observe is materially
prejudicial to the interests of the Holders of the Class A Notes of
such Series; or
(iii) the Issuing Entity, otherwise than for the purposes of such
amalgamation or reconstruction as is referred to in sub-paragraph
(iv) below, ceases or threatens to cease to carry on its business or
a substantial part of its business or the Issuing Entity is deemed
unable to pay its debts within the meaning of section 123(1)(a),
(b), (c) or (d) of the Insolvency Act 1986 (as that section may be
amended, modified or re-enacted) 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
(iv) an order being made or an effective resolution being passed for the
winding-up of the Issuing Entity except a winding-up for the
purposes of or pursuant to an amalgamation, restructuring or merger
the terms of which have previously been approved by the Note Trustee
in writing or by an Extraordinary Resolution of the Holders of the
Class A Notes; or
(v) proceedings being otherwise initiated against the Issuing Entity
under any applicable liquidation, insolvency, composition,
reorganisation or other similar laws (including, but not limited to,
presentation of a petition or the making of an application for
administration or the filing of documents with the court for an
administration) 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, being disputed in good faith with a
reasonable prospect of success, a formal notice is given of
intention to appoint a servicer in relation to the Issuing Entity or
an administration order being granted or an administrative receiver
or other receiver, liquidator or other similar official being
appointed in relation to the Issuing Entity or in relation to the
whole or any substantial part of the undertaking or assets of the
Issuing Entity, or an encumbrancer taking possession of the whole or
any substantial part of the undertaking or assets of the Issuing
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 Issuing 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
Issuing 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
or a composition or similar arrangement with the creditors or takes
steps with a view to obtaining a moratorium in respect of its
indebtedness, including without limitation, the filing of documents
with the court; or
(vi) if a Funding 2 Intercompany Loan Enforcement Notice is served under
any Funding 2 Intercompany Loan Agreement while the Class A Notes of
any Series are outstanding.
(B) Class B Noteholders
This Condition 9(B) shall have no effect if, and for as long as, any Class
A Notes of any Series are outstanding. Subject thereto, for so long as any Class
B Notes are outstanding, the Note Trustee in its absolute discretion may (and if
so requested in writing by the Holders of not less than 25 per cent. in
aggregate Principal Amount Outstanding of the Class B Notes (which for this
purpose and the purpose of any Extraordinary Resolution referred to in this
Condition 9(B), means the Class B Notes of all Series constituted by the Issuer
Trust Deed) or if so directed by or pursuant to an Extraordinary Resolution
passed at a meeting of the Holders of the Class B Notes shall), subject in each
case to it being indemnified and/or secured to its satisfaction, give notice (a
"Class B Issuer Enforcement Notice") to the Issuing Entity, the Issuer Security
Trustee and the Funding 2 Security Trustee of a Note Event of Default (as
defined below) and declaring (in writing) the Class B Notes and all other Notes
to be due and repayable (and they shall forthwith become due and repayable) at
any time after the happening of any of the following events:
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(a) default being made for a period of seven Business Days in the
payment of any amount of principal of the Class B Notes of any
Series when and as the same ought to be paid in accordance with
these Conditions or default being made for a period of fifteen
Business Days in the payment of any amount of interest on the Class
B Notes of any Series when and as the same ought to be paid in
accordance with these Conditions; or
(b) the occurrence of any of the events in Condition 9(A)(ii), (iii),
(iv), (v) or (vi) above provided that the references in Condition
9(A)(ii), Condition 9(A) (iv) and Condition 9(A)(vi) to Class A
Notes shall be read as references to Class B Notes.
(C) Class M Noteholders
This Condition 9(C) shall have no effect if, and for as long as, any Class
A Notes or Class B Notes of any Series are outstanding. Subject thereto, for so
long as any Class M Notes are outstanding, the Note Trustee in its absolute
discretion may (and if so requested in writing by the Holders of not less than
25 per cent. in aggregate Principal Amount Outstanding of the Class M Notes
(which for this purpose and the purpose of any Extraordinary Resolution referred
to in this Condition 9(C), means the Class C Notes of all Series constituted by
the Issuer Trust Deed) or if so directed by or pursuant to an Extraordinary
Resolution passed at a meeting of the Holders of the Class M Notes shall),
subject in each case to it being indemnified and/or secured to its satisfaction,
give notice (a "Class M Note Issuer Enforcement Notice") to the Issuing Entity,
the Issuer Security Trustee and the Funding 2 Security Trustee of a Note Event
of Default (as defined below) and declaring (in writing) the Class M Notes and
all other Notes to be due and repayable (and they shall forthwith become due and
repayable) at any time after the happening of any of the following events:
(a) default being made for a period of seven Business Days in the
payment of any amount of principal of the Class M Notes of any
Series when and as the same ought to be paid in accordance with
these Conditions or default being made for a period of fifteen
Business Days in the payment of any amount of interest on the Class
M Notes of any Series when and as the same ought to be paid in
accordance with these Conditions; or
(b) the occurrence of any of the events in Condition 9(A)(ii), (iii),
(iv), (v) or (vi) above provided that the references in Condition
9(A)(ii), Condition 9(A)(iv) and Condition 9(A) (vi) to Class A
Notes shall be read as references to Class M Notes.
(D) Class C Noteholders
This Condition 9(D) shall have no effect if, and for as long as, any Class
A Notes, Class B Notes or Class M Notes of any Series are outstanding. Subject
thereto, for so long as any Class C Notes are outstanding, the Note Trustee in
its absolute discretion may (and if so requested in writing by the Holders of
not less than 25 per cent. in aggregate Principal Amount Outstanding of the
Class C Notes (which for this purpose and the purpose of any Extraordinary
Resolution referred to in this Condition 9(D), means the Class C Notes of all
Series constituted by the Issuer Trust Deed) or if so directed by or pursuant to
an Extraordinary Resolution passed at a meeting of the Holders of the Class C
Notes shall), subject in each case to it being indemnified and/or secured to its
satisfaction, give notice (a "Class C Issuer Enforcement Notice") to the Issuing
Entity, the Issuer Security Trustee and the Funding 2 Security Trustee of a Note
Event of Default (as defined below) and declaring (in writing) the Class C Notes
and all other Notes to be due and repayable (and they shall forthwith become due
and repayable) at any time after the happening of any of the following events:
(a) default being made for a period of seven Business Days in the
payment of any amount of principal of the Class C Notes of any
Series when and as the same ought to be paid in accordance with
these Conditions or default being made for a period of fifteen
Business Days in the payment of any amount of interest on the Class
C Notes of any Series when and as the same ought to be paid in
accordance with these Conditions; or
(b) the occurrence of any of the events in Condition 9(A)(ii), (iii),
(iv), (v) or (vi) above provided that the references in Condition
9(A)(ii), Condition 9(A)(iv) and Condition 9(A)(vi) to Class A Notes
shall be read as references to Class C Notes.
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(E) Class D Noteholders
This Condition 9(E) shall have no effect if, and for as long as, any Class
A Notes, Class B Notes, Class M Notes or Class C Notes of any Series are
outstanding. Subject thereto, for so long as any Class D Notes are outstanding,
the Note Trustee in its absolute discretion may (and if so requested in writing
by the Holders of not less than 25 per cent. in aggregate Principal Amount
Outstanding of the Class D Notes (which for this purpose and the purpose of any
Extraordinary Resolution referred to in this Condition 9(E), means the Class D
Notes of all Series constituted by the Issuer Trust Deed) or if so directed by
or pursuant to an Extraordinary Resolution passed at a meeting of the Holders of
the Class D Notes shall), subject in each case to it being indemnified and/or
secured to its satisfaction, give notice (a "Class D Issue Enforcement Notice")
to the Issuing Entity, the Issuer Security Trustee and the Funding 2 Security
Trustee of a Note Event of Default (as defined below) and declaring (in writing)
the Class D Notes to be due and repayable (and they shall forthwith become due
and repayable) at any time after the happening of any of the following events:
(a) default being made for a period of seven Business Days in the
payment of any amount of principal of the Class D Notes of any
Series when and as the same ought to be paid in accordance with
these Conditions or default being made for a period of fifteen
Business Days in the payment of any amount of interest on the Class
D Notes of any Series when and as the same ought to be paid in
accordance with these Conditions; or
(b) the occurrence of any of the events in Condition 9(A)(ii), (iii),
(iv), (v) or (vi) above provided that the references in Condition
9(A)(ii), Condition 9(A)(iv) and Condition 9(A)(vi) to Class A Notes
shall be read as references to Class D Notes.
(F) Following Service of an Issuer Enforcement Notice
For the avoidance of doubt, upon any Issuer Enforcement Notice being given
by the Note Trustee in accordance with Condition 9(A), (B), (C), (D) or (E) all
Notes shall immediately become due, without further action or formality at their
Principal Amount Outstanding together with accrued interest (or, in the case of
a Zero Coupon Note, at its Redemption Amount, calculated in accordance with
Condition 5(G)).
10. Enforcement of Notes
(A) Enforcement
The Note Trustee may, at its discretion and without notice at any time and
from time to time, take such steps and institute such proceedings against the
Issuing Entity or any other person as it may think fit to enforce the provisions
of the Notes, the Issuer Trust Deed (including these Conditions) or any of the
other Transaction Documents to which it is a party and may, at its discretion
and without notice, at any time after the Issuer Security has become enforceable
(including after the service of an Issuer Enforcement Notice in accordance with
Condition 9), instruct the Issuer Security Trustee to take such steps as it may
think fit to enforce the Issuer Security. The Note Trustee shall not be bound to
take such steps or institute such proceedings unless:
(i) (subject in all cases to restrictions contained in the Issuer Trust
Deed to protect the interests of any higher ranking class of
Noteholders) it shall have been so directed by an Extraordinary
Resolution of the Class A Noteholders, the Class B Noteholders, the
Class M Noteholders, the Class C Noteholders or the Class D
Noteholders or so requested in writing by the Holders of at least
one quarter in aggregate Principal Amount Outstanding of the Class A
Notes, Class B Notes, Class M Notes, Class C Notes or Class D Notes;
and
(ii) it shall have been indemnified and/or secured to its satisfaction.
The Issuer Security Trustee shall not be bound to take such steps or take
any such other action unless it is so directed by the Note Trustee and
indemnified and/or secured to its satisfaction.
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Amounts available for distribution after enforcement of the Issuer
Security shall be distributed in accordance with the terms of the Issuer Deed of
Charge.
No Noteholder may institute any proceedings against the Issuing Entity to
enforce its rights under or in respect of the Notes, the Issuer Trust Deed or
the Issuer Deed of Charge unless (1) the Note Trustee or the Issuer Security
Trustee, as applicable, has become bound to institute proceedings and has failed
to do so within 30 days of becoming so bound and (2) such failure is continuing;
provided that, no Class B Noteholder, Class M Noteholder, Class C Noteholder or
Class D Noteholder will be entitled to commence proceedings for the winding up
or administration of the Issuing Entity unless there are no outstanding Notes of
a class with higher priority, or if Notes of a class with higher priority are
outstanding, there is consent of Noteholders of not less than one quarter of the
aggregate principal amount of the Notes outstanding (as defined in the Issuer
Trust Deed) of the class or classes of Notes with higher priority.
Notwithstanding the foregoing and notwithstanding any other provision of the
Issuer Trust Deed, the right of any Noteholder to receive payment of principal
and interest on its Notes on or after the due date for such principal or
interest, or to institute suit for the enforcement of payment of that principal
or interest, may not be impaired or affected without the consent of that
Noteholder.
(B) Post Enforcement Call Option
In the event that:
(i) the Issuer Security is enforced and the Issuer Security Trustee
determines that (a) the proceeds of such enforcement, after
distribution of such proceeds to the persons entitled thereto
ranking in priority to the Notes under the Issuer Deed of Charge and
to the Noteholders (to the extent entitled thereto), are
insufficient to pay in full all principal and interest and other
amounts whatsoever due in respect of the Notes and all other claims
ranking pari passu therewith (b) such proceeds of enforcement have
been so distributed in accordance with the terms of the Issuer Deed
of Charge and (c) there are no further assets available to pay
principal and interest and other amounts whatsoever due in respect
of the Notes; or
(ii) within 20 days following the Final Maturity Date of the latest
maturing Note, the Issuer Security Trustee certifies that there is
no further amount outstanding under the Global Intercompany Loan
Agreement,
then all interests in each Global Note Certificate will be automatically
exchanged for equivalent interests in an equivalent amount of Notes in an
equivalent Principal Amount Outstanding in Individual Note Certificates and each
such Global Note Certificate will be cancelled on the date of such exchange.
The Note Trustee is required, at the request of the Post Enforcement Call
Option Holder, for the consideration of one penny per Note, to transfer or (as
the case may be) procure transfer of all (but not some only) of the Notes to the
Post Enforcement Call Option Holder pursuant to the option granted to it by the
Note Trustee (as agent for the Noteholders) under the terms of the Issuer
Post-Enforcement Call Option Agreement. Immediately upon such transfer, no such
former Noteholder shall have any further interest in the Notes. Each of the
Noteholders acknowledges that the Note Trustee has the authority and the power
to bind the Noteholders in accordance with the terms and conditions set out in
the Issuer Post-Enforcement Call Option Agreement and each Noteholder, by
subscribing for or purchasing Notes, agrees to be so bound. The Note Trustee
shall give notice of the exercise of such option to the Noteholders in
accordance with Condition 14.
11. Meetings of Noteholders, Modifications and Waiver
(A) Meetings of Noteholders
The Issuer Trust Deed contains provisions for convening meetings of
Noteholders to consider any matter affecting their interests, including the
sanctioning by Extraordinary Resolution of a modification of any provision of
these Conditions or the provisions of any of the Transaction Documents.
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(1) Class A Notes
In respect of the Class A Notes, the Issuer Trust Deed provides that,
subject to Condition 11(A)(6):
(i) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class A Notes of one Series only
shall be deemed to have been duly passed if passed at a meeting of
the holders of the Class A Notes of that Series;
(ii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class A Notes of any two or more
Series but does not give rise to a conflict of interest between the
holders of such two or more Series of Class A Notes, shall be deemed
to have been duly passed if passed at a single meeting of the
holders of such two or more series of Class A Notes; and
(iii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class A Notes of any two or more
Series and gives or may give rise to a conflict of interest between
the holders of such two or more Series of Class A Notes, shall be
deemed to have been duly passed only if, in lieu of being passed at
a single meeting of the holders of such two or more Series of Class
A Notes, it shall be passed at separate meetings of the holders of
such two or more Series of Class A Notes.
(2) Class B Notes
In respect of the Class B Notes, the Issuer Trust Deed provides that,
subject to Condition 11(A)(6):
(i) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class B Notes of one Series only
shall be deemed to have been duly passed if passed at a meeting of
the holders of the Class B Notes of that Series;
(ii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class B Notes of any two or more
Series but does not give rise to a conflict of interest between the
holders of such two or more Series of Class B Notes, shall be deemed
to have been duly passed if passed at a single meeting of the
holders of such two or more series of Class B Notes; and
(iii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class B Notes of any two or more
Series and gives or may give rise to a conflict of interest between
the holders of such two or more Series of Class B Notes, shall be
deemed to have been duly passed only if, in lieu of being passed at
a single meeting of the holders of such two or more Series of Class
B Notes, it shall be passed at separate meetings of the holders of
such two or more Series of Class B Notes.
(3) Class M Notes
In respect of the Class M Notes, the Issuer Trust Deed provides that,
subject to Condition 11(A)(6):
(i) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class M Notes of one Series only
shall be deemed to have been duly passed if passed at a meeting of
the holders of the Class M Notes of that Series;
(ii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class M Notes of any two or more
Series but does not give rise to a conflict of interest between the
holders of such two or more Series of Class M Notes, shall be deemed
to have been duly passed if passed at a single meeting of the
holders of such two or more series of Class M Notes; and
(iii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class M Notes of any two or more
Series and gives or may give rise to a conflict of interest between
the holders of such two or more Series of Class M Notes, shall be
deemed to have been duly passed only if, in lieu of being passed at
a single meeting of the holders of such two or more Series of Class
M Notes, it shall be passed at separate meetings of the holders of
such two or more Series of Class M Notes.
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(4) Class C Notes
In respect of the Class C Notes, the Issuer Trust Deed provides that,
subject to Condition 11(A)(6):
(i) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class C Notes of one Series only
shall be deemed to have been duly passed if passed at a meeting of
the holders of the Class C Notes of that Series;
(ii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class C Notes of any two or more
Series but does not give rise to a conflict of interest between the
holders of such two or more Series of Class C Notes, shall be deemed
to have been duly passed if passed at a single meeting of the
holders of such two or more series of Class C Notes; and
(iii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class C Notes of any two or more
Series and gives or may give rise to a conflict of interest between
the holders of such two or more Series of Class C Notes, shall be
deemed to have been duly passed only if, in lieu of being passed at
a single meeting of the holders of such two or more Series of Class
C Notes, it shall be passed at separate meetings of the holders of
such two or more Series of Class C Notes.
(5) Class D Notes
In respect of the Class D Notes, the Issuer Trust Deed provides that,
subject to Condition 11(A)(6):
(i) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class D Notes of one Series only
shall be deemed to have been duly passed if passed at a meeting of
the holders of the Class D Notes of that Series;
(ii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class D Notes of any two or more
Series but does not give rise to a conflict of interest between the
holders of such two or more Series of Class D Notes, shall be deemed
to have been duly passed if passed at a single meeting of the
holders of such two or more series of Class D Notes; and
(iii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of the Class D Notes of any two or more
Series and gives or may give rise to a conflict of interest between
the holders of such two or more Series of Class D Notes, shall be
deemed to have been duly passed only if, in lieu of being passed at
a single meeting of the holders of such two or more Series of Class
D Notes, it shall be passed at separate meetings of the holders of
such two or more Series of Class D Notes.
(6) Sub-classes of Notes
In respect of a Class of Notes of any Series constituting two or more
sub-classes, the Issuer Trust Deed provides that:
(i) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of Notes of one sub-class only of such
Class, shall be deemed to have been duly passed if passed at a
meeting of the holders of the Notes of such sub-class;
(ii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of more than one sub-class of Notes of
such Class but does not give rise to a conflict of interest between
the holders of such sub-classes of Notes, shall be deemed to have
been duly passed if passed at a single meeting of the holders of all
such subclasses of Notes; and
(iii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders more than one sub-class of Notes of
such Class and gives or may give rise to a conflict of interest
between the holders of such sub-classes of Notes, shall be deemed to
have been duly passed only if, in lieu of being passed at a single
meeting of the holders of such sub-classes of Notes, it shall be
passed at separate meetings of the holders of such sub-classes of
Notes.
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Subject as provided in the following paragraph, the quorum at any meeting
of the Noteholders of any Series and Class of Notes or any one or more Series of
Notes of the same Class convened to consider an Extraordinary Resolution will be
one or more persons holding or representing more than half of the aggregate
Principal Amount Outstanding of such Series and Class of Notes or such one or
more Series of Notes of the same Class or, at any adjourned meeting, one or more
persons being or representing Noteholders of such Series and Class of Notes or
such one or more Series of Notes the same Class, whatever the aggregate
Principal Amount Outstanding of the Notes so held or represented.
The quorum at any meeting of the Noteholders for passing an Extraordinary
Resolution which includes the sanctioning of a Basic Terms Modification shall be
one or more persons holding or representing not less than three quarters of the
aggregate Principal Amount Outstanding of the Notes of the relevant Series and
Class or of the relevant one or more Series of Notes of the same Class or, at
any adjourned and reconvened meeting, not less than one quarter of the aggregate
Principal Amount Outstanding of the Notes of the relevant Series and Class or of
the relevant one or more Series of Notes of the same Class.
An Extraordinary Resolution passed at any meeting of Noteholders shall be
binding on all of the Noteholders of the relevant Series and Class or of the
relevant one or more Series of Notes of the same Class whether or not they are
present at the meeting.
In connection with any meeting of the Noteholders where the relevant Notes
(or any of them) are not denominated in Sterling, the Principal Amount
Outstanding of any Note not denominated in Sterling shall be converted into
Sterling at the relevant Specified Currency Exchange Rate.
A resolution signed by or on behalf of all the Noteholders of the relevant
Series and Class who for the time being are entitled to receive notice of a
meeting under the Issuer Trust Deed shall for all purposes be as valid and
effective as an Extraordinary Resolution passed at a meeting of such Series and
Class of Noteholders.
(B) Programme Resolution
Notwithstanding the provisions of Condition 11(A), any Extraordinary
Resolution of the Noteholders of any Class of Notes to direct the Note Trustee
to take any enforcement action pursuant to Condition 9 and Condition 10 (a
"Programme Resolution") shall only be capable of being passed at a single
meeting of the Noteholders of all Series of such Class of Notes. The quorum at
any such meeting for passing a Programme Resolution shall be one or more persons
holding or representing more than half of the aggregate Principal Amount
Outstanding of the Notes of such Class or, at any adjourned and reconvened
meeting, one or more persons being or representing Noteholders of such Class of
Notes, whatever the aggregate Principal Amount Outstanding of such Class of
Notes so held or represented by them.
A Programme Resolution passed at any meeting of all Series of any Class of
Notes shall be binding on all Noteholders of all Series of that Class of Notes,
whether or not they are present or represented at the meeting.
(C) Limitations on Noteholders
Subject as provided in Condition 11(D):
(i) an Extraordinary Resolution of the Class A Noteholders of any Series
shall be binding on all Class B Noteholders, all Class M
Noteholders, all Class C Noteholders and all Class D Noteholders (in
each case, of that Series or of any other Series);
(ii) no Extraordinary Resolution of the Class B Noteholders of any Series
shall take effect for any purpose while any Class A Notes (of that
Series or of any other Series) remain outstanding unless it shall
have been sanctioned by an Extraordinary Resolution of the Class A
Noteholders of each Series or the Note Trustee is of the opinion
that it would not be materially prejudicial to the interests of the
Class A Noteholders of each Series (as applicable);
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(iii) no Extraordinary Resolution of the Class M Noteholders of any Series
shall take effect for any purpose while any Class A Notes or Class B
Notes (in each case, of that Series or of any other Series) remain
outstanding unless it shall have been sanctioned by an Extraordinary
Resolution of the Class A Noteholders and an Extraordinary
Resolution of the Class B Noteholders, in each case of each Series
or the Note Trustee is of the opinion that it would not be
materially prejudicial to the respective interests of the Class A
Noteholders and/or the Class B Noteholders of each Series (as
applicable);
(iv) no Extraordinary Resolution of the Class C Noteholders of any Series
shall take effect for any purpose while any Class A Notes, Class B
Notes or Class M Notes (in each case, of that Series or of any other
Series) remain outstanding unless it shall have been sanctioned by
an Extraordinary Resolution of the Class A Noteholders, an
Extraordinary Resolution of the Class B Noteholders and an
Extraordinary Resolution of the Class M Noteholders, in each case of
each Series or the Note Trustee is of the opinion that it would not
be materially prejudicial to the respective interests of the Class A
Noteholders, the Class B Noteholders and/or the Class M Noteholders
of each Series (as applicable); and
(v) no Extraordinary Resolution of Class D Noteholders of any Series
shall take effect for any purpose while any Class A Notes, Class B
Notes, Class M Notes or Class C Notes (in each case, of that Series
or of any other Series) remain outstanding unless it shall have been
sanctioned by an Extraordinary Resolution of the Class A
Noteholders, an Extraordinary Resolution of the Class B Noteholders,
an Extraordinary Resolution of the Class M Noteholders and an
Extraordinary Resolution of the Class C Noteholders, in each case of
each Series or the Note Trustee is of the opinion that it would not
be materially prejudicial to the respective interests of the Class A
Noteholders, the Class B Noteholders, the Class M Noteholders and/or
the Class C Noteholders of each Series (as applicable).
(D) Approval of Modifications and Waivers by Noteholders
No Extraordinary Resolution of the Noteholders of any one or more Series
of Class A Notes to sanction a modification of, or any waiver or authorisation
of any breach, or proposed breach of, any of the provisions of the Issuer
Transaction Documents or the Conditions of such Notes shall take effect unless
it has been sanctioned by an Extraordinary Resolution of the Class B
Noteholders, an Extraordinary Resolution of the Class M Noteholders, an
Extraordinary Resolution of the Class C Noteholders and an Extraordinary
Resolution of the Class D Noteholders, in each case of each Series, or the Note
Trustee is of the opinion that it would not be materially prejudicial to the
respective interests of the Class B Noteholders, the Class M Noteholders, the
Class C Noteholders and the Class D Noteholders of each Series.
After the Class A Notes have been fully redeemed, no Extraordinary
Resolution of the Noteholders of any one or more Series of Class B Notes to
sanction a modification of, or any waiver or authorisation of any breach, or
proposed breach of, any of the provisions of the Issuer Transaction Documents or
the Conditions of such Notes shall take effect unless it has been sanctioned by
an Extraordinary Resolution of the Class M Noteholders, an Extraordinary
Resolution of the Class C Noteholders and an Extraordinary Resolution of the
Class D Noteholders, in each case of each Series, or the Note Trustee is of the
opinion that it would not be materially prejudicial to the respective interests
of the Class M Noteholders, the Class C Noteholders and the Class D Noteholders
of each Series.
After the Class A Notes and Class B Notes have been fully redeemed, no
Extraordinary Resolution of the Noteholders of any one or more Series of Class M
Notes to sanction a modification of, or any waiver or authorisation of any
breach, or proposed breach of, any of the provisions of the Issuer Transaction
Documents or the Conditions of such Notes shall take effect unless it has been
sanctioned by an Extraordinary Resolution of the Class C Noteholders and an
Extraordinary Resolution of the Class D Noteholders, in each case of each
Series, or the Note Trustee is of the opinion that it would not be materially
prejudicial to the respective interests of the Class C Noteholders and the Class
D Noteholders of each Series.
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After the Class A Notes, Class B Notes and Class M Notes have been fully
redeemed, no Extraordinary Resolution of the Noteholders of any one or more
Series of Class C Notes to sanction a modification of, or any waiver or
authorisation of any breach, or proposed breach of, any of the provisions of the
Issuer Transaction Documents or the Conditions of such Notes shall take effect
unless it has been sanctioned by an Extraordinary Resolution of the Class D
Noteholders, in each case of each Series, or the Note Trustee is of the opinion
that it would not be materially prejudicial to the interests of the Class D
Noteholders of each Series.
(E) Modifications and Determinations by Note Trustee
The Note Trustee, may, without the consent of the Noteholders:
(i) agree to any modification of, or to the waiver or authorisation of
any breach or proposed breach of, the Conditions of any Series and
Class of Notes or any of the Transaction Documents which is not in
the opinion of the Note Trustee, materially prejudicial to the
interests of the Noteholders of such Series and Class of Notes or of
any other Series and Class of Notes; or
(ii) determine that any Note Event of Default in respect of a Series and
Class of Notes shall not be treated as such provided that, in any
such case, it is not in the opinion of the Note Trustee materially
prejudicial to the interests of the Noteholders of such Series and
Class of Notes or of any other Series and Class of Notes; or
(iii) agree to any modification of these Conditions or any of the
Transaction Documents which, in the opinion of the Note Trustee, is
of a formal, minor or technical nature or is to correct a manifest
error or an error established as such to the satisfaction of the
Note Trustee, or is to comply with the mandatory provisions of law.
Any such modification, waiver, authorisation or determination shall be
binding on the Noteholders and, unless the Note Trustee, agrees otherwise, any
such modification shall be notified to the Noteholders and the Rating Agencies
in accordance with Condition 14 as soon as practicable thereafter.
(F) Redenomination
The Note Trustee may agree, without the consent of the Holders of the
Sterling Notes on or after the Specified Date (as defined below), to such
modifications to the Sterling Notes and the Issuer Trust Deed in respect of
redenomination of such Notes in euro and associated reconventioning,
renominalisation and related matters in respect of such Notes as may be proposed
by the Issuing Entity (and confirmed by an independent financial institution
approved by the Note Trustee to be in conformity with then applicable market
conventions) and to provide for redemption at the euro equivalent of the
sterling principal amount of the Sterling Notes. For these purposes, "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, as amended by the Treaty on European Union, or otherwise
participates in European economic and monetary union in a manner with an effect
similar to such third stage.
Any such modification shall be binding on the Holders of the Sterling
Notes and, unless the Note Trustee agrees otherwise, any such modification shall
be notified to such Noteholders in accordance with Condition 14 as soon as
practicable thereafter.
(G) Exercise of Note Trustee's Functions
Where the Note Trustee is required, in connection with the exercise of its
powers, trusts, authorities, duties and discretions under these Conditions or
any other Issuer Transaction Document, to have regard to the interests of the
Noteholders (of a Class, Series or Series and Class thereof), it shall have
regard to the interests of such Noteholders as a class and, in particular but
without prejudice to the generality of the foregoing, the Note Trustee shall not
have regard to, or be in any way liable for, the consequences of such exercise
for individual Noteholders resulting from their being for any purpose domiciled
or resident in, or otherwise connected with, or subject to the jurisdiction of,
any particular territory. In connection with any such exercise, the Note Trustee
shall not be entitled to require, and no Noteholder shall be entitled to claim,
from the
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Issuing Entity or any other person, any indemnification or payment in respect of
any tax consequence of any such exercise upon individual Noteholders.
12. Indemnification of the Note Trustee and the Issuer Security Trustee
The Transaction Documents contain provisions governing the responsibility
(and relief from responsibility) of the Note Trustee and the Issuer Security
Trustee and providing for their indemnification in certain circumstances,
including, among others, provisions relieving the Issuer Security Trustee from
taking enforcement proceedings or enforcing the Issuer Security unless
indemnified to its satisfaction. The Note Trustee and the Issuer Security
Trustee are also entitled to be paid its costs and expenses in priority to any
interest payments to Noteholders.
The Note Trustee and the Issuer Security Trustee and their related
companies are entitled to enter into business transactions with the Issuing
Entity, the Issuer Cash Manager, Northern Rock plc and/or the related companies
of any of them and to act as note trustee or security trustee for the Holders of
any new Notes and/or any other person who is a party to any Transaction Document
or whose obligations are comprised in the Issuer Security and/or any of its
subsidiary or associated companies without accounting for any profit resulting
therefrom.
The Note Trustee and the Issuer Security Trustee will not be responsible
for any loss, expense or liability which may be suffered as a result of any
assets comprised in the Issuer Security, or any deeds or documents of title
thereto, being uninsured or inadequately insured or being held by clearing
organisations or their operators or by intermediaries such as banks, brokers or
other similar persons on behalf of the Note Trustee or the Issuer Security
Trustee, as applicable.
Furthermore, the Note Trustee and the Issuer Security Trustee will be
relieved of liability for making searches or other inquiries in relation to the
assets comprising the Issuer Security. The Note Trustee and the Issuer Security
Trustee do not have any responsibility in relation to the legality and the
enforceability of the trust arrangements and the related Issuer Security.
Neither the Note Trustee nor the Issuer Security Trustee will be obliged to take
any action which might result in its incurring personal liabilities. Neither the
Note Trustee nor the Issuer Security Trustee is obliged to monitor or
investigate the performance of any other person under the Transaction Documents
and is entitled to assume, until it has actual knowledge to the contrary, that
all such persons are properly performing their duties, unless it receives
express notice to the contrary.
Neither the Note Trustee nor the Issuer Security Trustee will be
responsible for any deficiency which may arise because it is liable to tax in
respect of the proceeds of any Issuer Security.
13. Replacement of Notes
If Individual Note Certificates are lost, stolen, mutilated, defaced or
destroyed, the Noteholder can replace them at the Specified Office of any Paying
Agent subject to all applicable laws and stock exchange requirements. The
Noteholder will be required both to pay the expenses of producing a replacement
and to comply with the Issuing Entity's, the Registrar's and the Paying Agent's
reasonable requests for evidence and indemnity.
If a Global Note Certificate is lost, stolen, mutilated, defaced or
destroyed, the Issuing Entity will deliver a replacement Global Note Certificate
to the registered holder upon receipt of satisfactory evidence and surrender of
any defaced or mutilated Global Note Certificate. A replacement will only be
made upon payment of the expenses for a replacement and compliance with the
Issuing Entity's, Registrar's and Paying Agents' reasonable requests as to
evidence and indemnity.
Defaced or mutilated Note Certificates must be surrendered before
replacements will be issued.
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14. Notice to Noteholders
(A) Publication of Notice
Any notice to Noteholders shall be validly given if such notice is:
(i) sent to them by first class mail (or its equivalent) or (if posted
to a non-UK address) by airmail at the respective addresses on the
Register; and
(ii) published in The Financial Times; and
(iii) for so long as amounts are outstanding on the US Notes, in a daily
newspaper of general circulation in New York (which is expected to
be The New York Times);
or, if any of such newspapers set out above shall cease to be published or
timely publication therein shall not be practicable, in a leading English
language daily newspaper having general circulation in the United Kingdom or the
United States (as applicable) provided that if, at any time, the Issuing Entity
procures that the information concerned in such notice shall be published on the
Relevant Screen, publication in the newspapers set out above or such other
newspaper or newspapers shall not be required with respect to such information.
(B) Date of Publication
Any notices so published shall be deemed to have been given on the fourth
day after the date of posting, or as the case may be, on the date of such
publication or, if published more than once on different dates, on the first
date on which publication shall have been made in the newspaper or newspapers in
which (or on the Relevant Screen on which) publication is required.
(C) Global Note Certificates
While the Notes are represented by Global Note Certificates, any notice to
noteholders will be validly given if such notice is provided in accordance with
Condition 14(A) or (at the option of the Issuing Entity) if delivered to DTC (in
the case of the US Notes) or Euroclear and/or Clearstream, Luxembourg (in the
case of the Reg S Notes). Any notice delivered to the DTC and/or Euroclear
and/or Clearstream, Luxembourg will be deemed to be given on the day of
delivery.
(D) Note Trustee's Discretion to Select Alternative Method
The Note Trustee shall be at liberty to sanction some other method of
giving notice to the Noteholders or any Series or Class or category of them if,
in its opinion, such other method is reasonable having regard to market practice
then prevailing and to the requirements of the stock exchanges on which the
Notes are then admitted for trading and provided that notice of such other
method is given to the Noteholders in such manner as the Note Trustee shall
require.
15. Further Issues
The Issuing Entity shall be at liberty from time to time, without the
consent of the Noteholders, to create and issue further Notes of a certain Class
having terms and conditions the same as the Notes of any Series of the same
Class or the same in all respects save for the amount and date of the first
payment of interest thereon, issue date and/or purchase price and so that the
same shall be consolidated and form a single Series and Class with the
outstanding Notes of such Series and Class.
16. Governing Law and Jurisdiction
The Transaction Documents and the Notes are governed by English law unless
specifically stated to the contrary. Certain provisions in the Transaction
Documents relating to property situated in Scotland are governed by Scots law.
Unless specifically stated to the contrary:
(i) the courts of England are to have non-exclusive jurisdiction to
settle any disputes which may arise out of or in connection with the
Notes and the Transaction Documents; and
(ii) the Issuing Entity and the other parties to the Transaction
Documents irrevocably submit to the non-exclusive jurisdiction of
the courts of England.
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17. Contracts (Rights of Third Parties) Act 1999
No person shall have any right to enforce any term or condition of the
Notes under the Contracts (Rights of Third Parties) Act 1999, but this shall not
affect any right or remedy of a third party which exists or is available apart
from that Act.
18. Definitions
Unless otherwise defined in these Conditions or unless the context
otherwise requires, in these Conditions the following words shall have the
following meanings and any other capitalised terms used in these Conditions
shall have the meanings ascribed to them or incorporated in the Issuer Trust
Deed or the Issuer Master Definitions Schedule. The provisions of Clause 2
(Interpretation and Construction) of the Issuer Master Definitions Schedule are
incorporated into and shall apply to these Conditions.
"A Loan Tranches" means the Loan Tranches made by the Issuing Entity to
Funding 2 under the Global Intercompany Loan Agreement from the proceeds of
issue of the Class M Notes of any Series;
"AA Loan Tranches" means the Loan Tranches made by the Issuing Entity to
Funding 2 under the Global Intercompany Loan Agreement from the proceeds of
issue of the Class B Notes of any Series;
"AAA Loan Tranches" means the Loan Tranches made by the Issuing Entity to
Funding 2 under the Global Intercompany Loan Agreement from the proceeds of
issue of the Class A Notes of any Series;
"AAA Principal Deficiency Sub-Ledger" means the sub-ledger to the
Principal Deficiency Ledger which specifically records any principal in respect
of the AAA Loan Tranches;
"Accrual Yield" means, in respect of any Series and Class of Notes, the
yield specified as such for such Notes in the applicable Final Terms;
"Additional Business Centre" means, in respect of any Series and Class of
Notes, each place specified as such for such Notes in the applicable Final
Terms;
"Agents" means the Paying Agents, the Transfer Agent, the Registrar and
the Agent Bank;
"Agent Bank" means Citibank, N.A. in its capacity as agent bank at its
Specified Office or such other person for the time being acting as agent bank
under the Issuer Paying Agent and Agent Bank Agreement;
"Authorised Holding" means, in respect of the US Notes, $100,000 and
integral multiples of $1,000 in excess thereof or, in relation to a Series and
Class of Notes, as otherwise specified in the applicable Final Terms;
"Authorised Investments" means (i) Sterling gilt-edged investments and
(ii) Sterling demand or time deposits, certificates of deposit and short-term
debt obligations (including commercial paper) (which may include deposits in any
account which earns a rate of interest related to LlBOR) provided that in all
cases such investments have a maturity date of 90 days or less and mature on or
before the next following Note Payment Date and the short-term unsecured,
unguaranteed and unsubordinated debt obligations of the issuing or guaranteeing
entity or 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 "A-1+" by Standard & Poor's, "F1+" by Fitch and "P-1" by Moody's
or which are otherwise acceptable to the Rating Agencies (if they are notified
in advance) to maintain the then current ratings of the Notes;
"Base Prospectus" means the base prospectus of the Issuing Entity from
time to time, the first being the base prospectus dated 26 August, 2005;
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"Basic Terms Modification" means, in respect of any Series and Class of
Notes any modification which would have the effect of:
(a) reducing or cancelling of the amount payable or, where applicable,
modifying, except where such modification is, in the opinion of the
Note Trustee, bound to result in an increase, the method of
calculating the amount payable or modifying the date of payment or,
where applicable, altering the method of calculating the date of
payment in respect of any principal or interest in respect of such
Notes;
(b) altering the currency in which payments under such Notes are to be
made;
(c) altering the quorum or majority required to pass an Extraordinary
Resolution; or
(d) altering the priority in which payments are made to the noteholders
of such Notes pursuant to any Issuer Priority of Payments (except in
a manner determined by the Note Trustee not to be materially
prejudicial to the interests of the Noteholders of such Notes);
"BB Loan Tranche" means the Loan Tranches made by the Issuing Entity to
Funding 2 under the Global Intercompany Loan Agreement from the proceeds of
issue of the Class D Notes of any Series;
"BBB Loan Tranches" means the Loan Tranches made by the Issuing Entity to
Funding 2 under the Global Intercompany Loan Agreement from the proceeds of
issue of the Class C Notes of any Series;
"Broken Amount" means, in respect of any Series and Class of Notes, the
amount specified as such (if any) for such Notes in the applicable Final Terms;
"Business Day" means a day which is:
(a) a day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealing in
foreign exchange and foreign currency deposits) in London and any
Additional Business Centre specified in the applicable Final Terms;
and
(b) in the case of any sum payable, either (1) in relation to any sum
payable in a Specified Currency other than euro, a day on which
commercial banks and foreign exchange markets settle payments and
are open for general business (including dealing in foreign exchange
and foreign currency deposits) in the principal financial centre of
the country of the relevant Specified Currency (if other than London
and any Additional Business Centre) and which if the Specified
Currency is Australian dollars or New Zealand dollars shall be
Sydney and Auckland, respectively or (2) in relation to any Notes
denominated or payable in euro, a day on which the Trans-European
Automated RealTime Gross Settlement Express Transfer (TARGET) System
(the "TARGET System") is open;
"Cash Management Agreement" means the cash management agreement dated 26
March, 2001, among, amongst others, the Cash Manager, the Mortgages Trustee,
Funding 2 and the Funding 2 Security Trustee;
"Cash Manager" means Northern Rock or such other person or persons for the
time being acting, under the cash management agreement, as agent, inter alia,
for the Mortgages Trustee, Funding 2 and (following enforcement of the Funding 2
Security) the Funding 2 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 2 Security)
the Funding 2 Security Trustee;
"Class" or "class" means, in relation to the Notes or the Noteholders, the
Class A Notes, the Class B Notes, the Class M Notes, the Class C Notes or the
Class D Notes, as the context requires;
"Class A Noteholders" means the Holders of the Class A Notes;
"Class A Notes" means Notes of any Series designated as such in the
applicable Final Terms;
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"Class B Noteholders" means the Holders of the Class B Notes;
"Class B Notes" means Notes of any Series designated as such in the
applicable Final Terms;
"Class C Noteholders" means the Holders of the Class C Notes;
"Class C Notes" means Notes of any Series designated as such in the
applicable Final Terms;
"Class D Noteholders" means the Holders of the Class D Notes;
"Class D Notes" means Notes of any Series designated as such in the
applicable Final Terms;
"Class M Noteholders" means the Holders of the Class M Notes;
"Class M Notes" means Notes of any Series designated as such in the
applicable Final Terms;
"Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;
"Closing Date" means the date on which the Issuing Entity issues a Series
of Notes to the Noteholders;
"Commercial Business Day" has the meaning indicated in Condition 1(D);
"Current Seller Share" means the amount of trust property beneficially
owned by the Seller from time to time;
"Designated Account" means the account (which, in the case of a payment in
Japanese Yen to a non-resident of Japan, shall be a non-resident account)
maintained by a holder with a Designated Bank and identified as such in the
Register;
"Designated Bank" means (in the case of payment in a Specified Currency
other than euro) a bank in the principal financial centre of the country of such
Specified Currency (which, if the Specified Currency is Australian dollars or
New Zealand dollars, shall be Sydney and Auckland, respectively) and (in the
case of a payment in euro) any bank which processes payments in euro;
"Determination Period" means each period from (and including) a
Determination Date to (but excluding) the next Determination Date (including,
where either the Interest Commencement Date or the applicable final Note Payment
Date is not a Determination Date, the period commencing on the first
Determination Date prior to, and ending on the first Determination Date falling
after, such date);
"Determination Date" means, in respect of any Series and Class of Notes,
the date(s) specified as such for such Notes in the Final Terms;
"Distribution Date" means the date on which the mortgages trust terminates
and the London Business Day determined by the Cash Manager falling no later than
6 business days after each Trust Determination Date;
"Dollars", "US$", "US Dollars" or "$" means the lawful currency for the
time being of the United States of America;
"EURIBOR" means the Euro-zone inter-bank offered rate;
"Euro", "euro" or "e" means the currency of the member states of the
European Union that adopt the single currency in accordance with the Treaty of
Rome of 25 March 1957, establishing the European Community, as amended from time
to time;
"Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System;
"Extraordinary Resolution" means (a) a resolution passed at a meeting of
the Noteholders of a particular Class, Series or Series and Class duly convened
and held in accordance with the provisions of the Issuer Trust Deed by a
majority consisting of not less than three-fourths of the persons voting thereat
upon a show of hands or if a poll is duly demanded by a majority consisting of
not less than three-fourths of the votes cast on such poll or (b) a resolution
in writing signed by or on behalf of all the Noteholders of a particular Class,
Series or Series and Class, which resolution in writing may be contained in one
document or in several documents in like form each
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signed by or on behalf of one or more of the Noteholders of such Class, Series
or Series and Class (as the case may be);
"Final Maturity Date" means, in respect of any Series and Class of Notes,
the date specified as such for such Notes in the applicable Final Terms;
"Final Terms" means, in relation to any Series of Notes, the final terms
issued in relation to such Series of Notes as a supplement to these Conditions
(being, in the case of a Series of Notes issued prior to 1st July, 2005, in the
form of a pricing supplement) and giving details of, inter alia, the amount and
price of such Series of Notes and which forms a part of the Base Prospectus in
relation to such Series of Notes;
"Fixed Interest Period" or "Interest Period" means, in respect of a Series
and Class of Notes, the period from (and including) a Note Payment Date for such
Notes (or the Interest Commencement Date) to (but excluding) the next (or first)
Note Payment Date for such Notes.
"Fixed Coupon Amount" means, in respect of any Series and Class of Notes,
the amount specified as such (if any) for such Notes in the applicable Final
Terms;
"Funding 2" means Granite Finance Funding 2 Limited;
"Funding 2 Deed of Charge" means the deed of charge entered into on the
Initial Closing Date, as amended and restated from time to time, between, among
others, Funding 2, the Funding 2 Security Trustee, the Issuing Entity and the
Note Trustee and each deed of accession or supplement entered into in connection
therewith;
"Funding 2 Program Date" or "Funding 2 Programme Date" means 19 January,
2005;
"Funding 2 Security" means the mortgages, charges, assignments, pledges
and other security created by Funding 2 under or pursuant to the Funding 2 Deed
of Charge in favour of the Funding 2 Security Trustee for the benefit of the
secured creditors of Funding 2 as described under the Funding 2 Deed of Charge;
"Funding 2 Security Trustee" means The Bank of New York and its successors
or any other security trustee under the Funding 2 Deed of Charge);
"Global Intercompany Loan" means, at any time, the aggregate of all Loan
Tranches advanced under the Global Intercompany Loan Agreement;
"Global Intercompany Loan Agreement" means the loan agreement entered into
the Funding 2 Programme Date between, among others, Funding 2, the Issuing
Entity and the Funding 2 Security Trustee;
"Global Note Certificates" means the US Global Note Certificates and the
Reg S Global Note Certificates;
"Holder" has the meaning indicated in Condition 1(B);
"Individual Note Certificates" means the note certificates representing
the Notes while in definitive form;
"Interest Commencement Date" means, in respect of any Series and Class of
Notes, the Closing Date of such Notes or such other date as may be specified as
such for such Notes in the applicable Final Terms;
"Interest Determination Date" means, in respect of any Series and Class of
Notes, the date(s) specified as such (if any) for such Notes in the applicable
Final Terms;
"ISDA Definitions" means the 2000 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc. and as amended and updated
as at the Closing Date of the first Series of Notes;
"Issuer Account Bank" means Citibank, N.A., London Branch, situated at
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB or such other
person for the time being acting as account bank to the Issuing Entity under the
Issuer Bank Account Agreement;
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"Issuer Available Principal Receipts" means:
(a) prior to enforcement of the Issuer Security, for the Issuing Entity
in respect of any Monthly Payment Date, an amount calculated by the
Issuer Cash Manager on the Distribution Date immediately preceding
that Monthly Payment Date equal to the sum:
(i) of all principal receipts to be repaid by Funding 2 to the
Issuing Entity under the Global Intercompany Loan Agreement or
that Monthly Payment Date; and
(ii) in so far as needed to make an Issuer Reserve Principal
Payment, any amount available to be drawn under the Issuer
Reserve Fund less any amounts to be applied on the relevant
Monthly Payment Date in payment of interest or expenses under
the Issuer Pre-Enforcement Revenue Priority of Payments, plus
any amounts to be credited to the Issuer Reserve Ledger under
the Issuer Pre-Enforcement Principal Priority of payments on
the relevant Monthly Payment Date.
(b) following enforcement of the Issuer Security, for the Issuing Entity
in respect of any Monthly Payment Date the sum calculated by or on
behalf of the Issuer Security Trustee on the Distribution Date
immediately preceding such Monthly Payment Date as the amount to be
repaid by Funding 2 to the Issuing Entity under the Global
Intercompany Loan Agreement during the relevant Interest Period
and/or the sum otherwise recovered by the Issuer Security Trustee
(or the receiver appointed on its behalf) representing the Principal
Amount Outstanding of the Notes;
"Issuer Available Revenue Receipts" means for the Issuing Entity in
respect of any Monthly Payment Date an amount calculated by the Issuer Cash
Manager on the Distribution Date immediately preceding such Monthly Payment Date
equal to the sum of:
(a) interest, fees and any other amount (excluding principal) paid by
Funding 2 on the relevant Monthly Payment Date in respect of the
Global Intercompany Loan;
(b) amounts received by the Issuing Entity under or in accordance with
the Issuer Swap Agreements (excluding Swap Collateral standing to
the credit of the Issuer Swap Collateral Accounts) and any early
termination amounts (other than such early termination amounts
applied or to be applied by the Issuing Entity in the purchase of
one or more replacement hedge transactions) received by the Issuing
Entity under the Issuer Swap Agreements;
(c) interest payable on the Issuer Bank Accounts and any income from
Authorised Investments made with funds standing to the credit of the
Issuer Bank Accounts in each case which has been or will be received
on or before the relevant Monthly Payment Date; and
(d) the amounts available to be drawn under the Issuer Reserve Fund,
subject to any limits or conditions or the purposes for which the
Issuer Reserve Funding may be utilised;
"Issuer Bank Accounts" means the Issuer Transaction Account and also
includes any additional or replacement bank account opened in the name of the
Issuing Entity from time to time with the prior written consent of the Issuer
Security Trustee and the Rating Agencies;
"Issuer Bank Account Agreement" means the bank account agreement entered
into on the Funding 2 Programme Date between the Issuing Entity, the Issuer Cash
Manager, the Issuer Account Bank and the Issuer Security Trustee;
"Issuer Cash Management Agreement" means the cash management agreement
entered into on or about the Funding 2 Programme Date among the Issuer Cash
Manager, the Issuing Entity and the Issuer Security Trustee;
"Issuer Corporate Services Agreement" means the corporate services
agreement entered into on the Funding 2 Programme Date between, among others,
the Issuer Corporate Services Provider, Holdings, the Post Enforcement Call
Option Holder and the Issuing Entity, for the provision by the Issuer Corporate
Services Provider of certain corporate services;
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"Issuer Corporate Services Provider" means Law Debenture Corporate
Services Limited or such other person for the time being acting as corporate
services provider to the Issuing Entity under the Issuer Corporate Services
Agreement;
"Issuer Deed of Charge" means the deed of charge entered into on the
Funding 2 Program Date, as amended and restated from time to time, between,
among others, the Issuing Entity and the Issuer Security Trustee and each deed
of accession or supplement entered into in connection therewith;
"Issuer Enforcement Notice" has the meaning indicated in Condition 10(A);
"Issuer Master Definitions Schedule" means the master definitions schedule
in connection with the Issuing Entity dated on the Funding 2 Program Date
setting out, among other things, definitions which apply to certain Transaction
Documents;
"Issuer Paying Agent and Agent Bank Agreement" means the paying agent and
agent bank agreement entered into on the Funding 2 Program Date between the
Issuing Entity, the Principal Paying Agent, the Paying Agents, the Transfer
Agent, the Registrar, the Agent Bank, the Issuer Security Trustee and the Note
Trustee;
"Issuer Post-Enforcement Call Option Agreement" means the post enforcement
call option agreement entered into on the Funding 2 Program Date between the
Issuing Entity, the Post Enforcement Call Option Holder and the Note Trustee;
"Issuer Post-Enforcement Priority of Payments" means the provisions and
the order of priority of payments in which all Issuer Available Revenue
Receipts, Issuer Available Principal Receipts and all other monies, income,
receipts and recoveries received by or on behalf of the Issuing Entity or the
Issuer Security Trustee or any receiver of the Issuing Entity and the proceeds
of enforcement of the Issuer Security are to be applied following an enforcement
of the Issuer Security as set out in a schedule to the Issuer Deed of Charge, as
the same may be amended, varied or superseded from time to time in accordance
with the terms of the Issuer Deed of Charge;
"Issuer Pre-Enforcement Principal Priority of Payments" means the
provisions and the order of priority of payments in which the Issuer Available
Principal Receipts will be applied until enforcement of the Issuer Security as
set out in a schedule to the Issuer Cash Management Agreement;
"Issuer Pre-Enforcement Revenue Priority of Payments" means the provisions
and the order of priority of payments in which the Issuer Available Revenue
Receipts will be applied until enforcement of the Issuer Security and as set out
in a schedule to the Issuer Cash Management Agreement;
"Issuer Secured Creditors" means the Issuer Security Trustee (and any
receiver appointed under the Issuer Deed of Charge), the Note Trustee, the
Issuer Swap Providers, any Start-Up Loan Provider, the Issuer Corporate Services
Provider, the Issuer Account Bank, the Issuer Cash Manager, the Paying Agents,
the Agent Bank, the Transfer Agent, the Registrar and the Noteholders and any
new Issuer Secured Creditor who accedes to the Issuer Deed of Charge from time
to time under a Deed of Accession or a supplemental deed;
"Issuer Security" means the security created by the Issuing Entity
pursuant to the Issuer Deed of Charge;
"Issuer Security Trustee" means The Bank of New York and its successors or
any further or other security trustee under the Issuer Deed of Charge, as
trustee for the Issuer Secured Creditors;
"Issuer Swap Agreements" means the ISDA master agreements, schedules
thereto and confirmations thereunder relating to the currency and/or interest
rate swaps to be entered into on each Closing Date, and any credit support
annexes or other credit support documents entered into at any time, as amended
from time to time, among the Issuing Entity and the applicable Issuer Swap
Provider and/or any credit support provider and includes any additional and/or
replacement Issuer Swap Agreement entered into by the Issuing Entity from time
to time in connection with the Notes;
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"Issuer Swap Collateral" means any asset (including, without limitation,
cash and/or securities) paid or transferred to the Issuing Entity by an Issuer
Swap Provider in accordance with the terms of the relevant Issuer Swap Agreement
as collateral to secure the performance of that Issuer Swap Provider's
obligations under the relevant Issuer Swap Agreement together with any income or
distributions received in respect of such asset (if the Issuing Entity is
entitled to retain the same) and any equivalent of or replacement of such asset
into which such asset is transformed;
"Issuer Swap Collateral Accounts" means the Issuer Swap Collateral Cash
Account and the Issuer Swap Collateral Securities Account;
"Issuer Swap Collateral Ancillary Document" means any document (including,
without limitation, any custodial agreement or bank account agreement but
excluding the Issuer Swap Agreements, the Issuer Cash Management Agreement and
the Issuer Deed of Charge) as may be entered into by the Issuing Entity from
time to time in connection with the Issuer Swap Collateral;
"Issuer Swap Collateral Cash Account" means an account opened in the name
of the Issuing Entity for the purpose of holding Swap Collateral in cash and
maintained in accordance with the terms of the Issuer Cash Management Agreement;
"Issuer Swap Collateral Securities Account" means a securities account
opened in the name of the Issuing Entity for the purpose of holding Swap
Collateral in the form of securities and maintained in accordance with the terms
of the Issuer Cash Management Agreement;
"Issuer Swap Providers" means the institutions identified in respect of
each Issuer Swap Agreement in the Final Terms related to the relevant Series and
Class of Notes;
"Issuer Transaction Account" means the day to day bank accounts of the
Issuing Entity, held with the Issuer Account Bank as at the Funding 2 Program
Date or that may be opened, with the prior approval of the Issuer Security
Trustee, after the Closing Date;
"Issuer Trust Deed" means the trust deed entered into on the Funding 2
Program Date as amended and restated from time to time between the Issuing
Entity and the Note Trustee, and each supplemental deed entered into in
connection therewith;
"Issuing Entity" means Granite Master Issuer plc;
"LIBOR" means the London inter-bank offered rate;
"Listed Notes" means each Series and Class of Notes which is admitted to
the official list maintained by the UK Listing Authority and admitted to trading
on the London Stock Exchange's Gilt Edged and Fixed Interest Market;
"Loan Payment Date" means, in respect of a Loan Tranche, the Monthly
Payment Date(s) specified in the Loan Tranche Supplement for the payment of
interest and/or principal subject to the terms of the Global Intercompany Loan
Agreement;
"Loan Tranches" means the AAA Loan Tranches, the AA Loan Tranches, the A
Loan Tranches, the BBB Loan Tranches and the BB Loan Tranches, being the
advances made by the Issuing Entity to Funding 2, pursuant to the Global
Intercompany Loan Agreement, each being funded from proceeds received by the
Issuing Entity from the issue of a Series and Class of Notes;
"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;
"Margin" means, in respect of any Series and Class of Notes, the amount
specified as such for such Notes in the applicable Final Terms;
"Maximum Rate of Interest" means, in respect of any Series and Class of
Notes, the rate of interest specified as such for such Notes in the applicable
Final Terms;
"Minimum Rate of Interest" means, in respect of any Series and Class of
Notes, the rate of interest specified as such for such Notes in the applicable
Final Terms;
"Minimum Seller Share" means an amount included in the Seller Share which
is calculated in accordance with the Mortgages Trust Deed;
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"Monthly Payment Date" means, in respect of the Issuing Entity (and each
Series and Class of Notes) and Funding 2 (and each Loan Tranche), the date
falling on the 20th day of each calendar month, subject to the appropriate
Business Day Convention, if any, specified (in relation to a Series and Class of
Notes) in the applicable Final Terms or (in relation to a Loan Tranche) in the
applicable Loan Tranche Supplement;
"Mortgages Trust" means the trust of the trust property held by the
Mortgages Trustee under the Mortgages Trust Deed;
"New Basel Capital Accord" means the document "International Convergence
of Capital Measurement and Capital Standards: a revised Framework" published in
June 2004 by the Basel Committee;
"New York Business Day" means a day (other than a Saturday, Sunday or a
public holiday) on which banks are generally open for business in the City of
New York;
"Note Certificates" means any Global Note Certificates or Individual Note
Certificates;
"Note Determination Date" means the Distribution Date immediately
preceding each Payment Date;
"Note Event of Default" means the occurrence of an event of default by the
Issuing Entity as specified in Condition 9;
"Note Payment Date" means, in respect of a Series and Class of Notes, the
Monthly Payment Date(s) specified in the Final Terms for payment of interest
and/or principal, subject to the terms and conditions of the Notes;
"Note Principal Payment" has the meaning indicated in Condition 5(C);
"Note Trustee" means The Bank of New York and its successors or any
further or other note trustee under the Issuer Trust Deed, as trustee for the
Noteholders;
"Noteholders" means the Holders for the time being of the Notes;
"Pass-Through Trigger Event" means any of the following events:
(a) a Trigger Event;
(b) the service of an Issuer Enforcement Notice by the Note Trustee on
the Issuing Entity; or
(c) the service of a Funding 2 Intercompany Loan Enforcement Notice by
the Funding 2 Security Trustee on Funding 2;
"Paying Agents" means the Principal Paying Agent and the US Paying Agent,
together with any further or other paying agents for the time being appointed
under the Issuer Paying Agent and Agent Bank Agreement;
"Payment Business Day" means a day which is:
(a) a day on which a day on which commercial banks and foreign exchange
markets settle payments and are open for general business (including
dealing in foreign exchange and foreign currency deposits) in:
(i) the relevant place of presentation;
(ii) London; and
(iii) any Additional Financial Centre specified in the applicable
Final Terms; and
(b) either (1) in relation to any sum payable in a Specified Currency
other than euro, a day on which commercial banks and foreign
exchange markets settle payments and are open for general business
(including dealing in foreign exchange and foreign currency
deposits) in the principal financial centre of the country of the
relevant Specified Currency (if other than London and any Additional
Business Centre) and which if the Specified Currency is Australian
dollars or New Zealand dollars shall be Sydney and Auckland,
respectively or (2) in relation to any Notes denominated or payable
in euro, a day on which the Trans-European Automated RealTime Gross
Settlement Express Transfer (TARGET) System is open; and
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(c) in the case of any payment in respect of a Global Note Certificate
denominated in a Specified Currency other than US dollars and
registered in the name of DTC or its nominee and in respect of which
an accountholder of DTC (with an interest in such Global Note) has
elected to receive any part of such payment in US dollar, a day on
which commercial banks are not authorised or required by law or
regulation to be closed in New York;
"Post Enforcement Call Option Holder" means GPCH Limited;
"Principal Amount Outstanding" has the meaning indicated in Condition
5(C);
"Principal Paying Agent" means Citibank, N.A., London Branch, Citigroup
Centre, Canada Square, Canary Wharf, London E14 5LB in its capacity as principal
paying agent at its Specified Office or such other person for the time being
acting as principal paying agent under the Issuer Paying Agent and Agent Bank
Agreement;
"Rate of Interest" and "Rates of Interest" means, in respect of any Series
and Class of Notes, the rate or rates (expressed as a percentage per annum) on
interest payable in respect of such Notes specified in the applicable Final
Terms or calculated and determined in accordance with the applicable Final
Terms;
"Rating Agencies" means Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies Inc., Moody's Investors Service Limited and Fitch
Ratings Ltd.;
"Reference Price" means, in respect of any Series and Class of Notes, the
price specified as such for such Notes in the applicable Final Terms;
"Reference Rate" means, in respect of any Series and Class of Notes, the
rate specified as such for such Notes in the applicable Final Terms;
"Reg S" means Regulation S under the United States Securities Act of 1933,
as amended;
"Reg S Notes" means each Series and Class of Listed Notes that are not US
Notes;
"Reg S Global Note Certificates" means the note certificates representing
the Reg S Notes while in global form;
"Register" means the register of Noteholders kept by the Registrar and
which records the identity of each Noteholder and the number of Notes that each
Noteholder owns;
"Registrar" means Citibank, N.A. in its capacity as registrar at its
Specified Office or such other person for the time being acting as registrar
under the Issuer Paying Agent and Agent Bank Agreement;
"Relevant Screen" means a page of the Reuters service or Bloomberg
service, or any other medium for electronic display of data as may be previously
approved in writing by the Note Trustee and has been notified to Noteholders in
the manner set out in Condition 14;
"Relevant Screen Page" means, in respect of any Series and Class of Notes,
the screen page specified as such for such Notes in the applicable Final Terms;
"Security Interest" 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);
"Seller Share" means the Current Seller Share of the trust property
calculated as set forth in the Mortgages Trust Deed;
"Seller Share Event" means an event that will occur if, on a Distribution
Date, (i) the result of the calculation of the Current Seller Share on that
Distribution Date would be equal to or less than the Minimum Seller Share for
such Distribution Date (determined using the amounts of the Current Seller Share
and Minimum Seller Share that would exist after making the distributions of
mortgages trustee principal receipts due on that Distribution Date on the basis
that the Cash Manager assumes that those mortgages trustee principal receipts
are distributed in the manner
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described in the Mortgages Trust Deed, and (ii) a Seller Share Event has not
occurred on the immediately preceding Distribution Date;
"Seller Share Event Distribution Date" means a Distribution Date on which
a Seller Share Event occurs;
"Series" means, subject to Condition 15, in relation to the Notes, all
Notes (of any Class) issued on a given day;
"Series and Class" means, a particular Class of Notes of a given Series
or, where such Class of such Series comprises more than one sub-class, "Series
and Class" means a particular sub-class of such Class;
"Specified Currency" means, in respect of any Series and Class of Notes,
the currency or currencies specified as such for such Notes in the applicable
Final Terms;
"Specified Currency Exchange Rate" means, in relation to a Series and
Class of Notes, the exchange rate specified in the Issuer Swap Agreement
relating to such Series and Class of Notes or, if the Issuer Swap Agreement has
been terminated, the applicable spot rate;
"Specified Date" has the meaning indicated in Condition 11(F);
"Specified Denomination" means, in respect of any Series and Class of
Notes, the denomination specified as such for such Notes in the applicable Final
Terms which shall, in respect of Notes issued on or after 1 July 2005, be
e50,000 or more (or its equivalent in any other currency at the date of issue of
such Notes);
"Specified Office" means, as the context may require, in relation to any
of the Agents, the office specified against the name of such Agent in the Issuer
Paying Agent and Agent Bank Agreement or such other specified notice as may be
notified to the Issuing Entity and the Note Trustee pursuant to the Issuer
Paying Agent and Agency Bank Agreement;
"Specified Period" means, in respect of any Series and Class of Notes, the
period expressed as the Specified Period for such Notes in the applicable Final
Terms;
"Sterling", "Pounds Sterling" or "(pound)" means the lawful currency for
the time being of the United Kingdom of Great Britain and Northern Ireland;
"Sterling Notes" means each Series and Class of Notes denominated in
Sterling;
"sub-unit" means, with respect to any currency other than Sterling, the
lowest amount of such currency that is available as legal tender in the country
of such currency and, with respect to Sterling, one pence;
"Transaction Documents" means the Issuer Corporate Services Agreement, the
Global Intercompany Loan Agreement, the Funding 2 Deed of Charge, the Issuer
Bank Account Agreement, the Issuer Deed of Charge, the Issuer Trust Deed, the
Issuer Paying Agent and Agent Bank Agreement, the Issuer Cash Management
Agreement, the Issuer Post-Enforcement Call Option Agreement, the Issuer Swap
Agreements, any Issuer Swap Collateral Ancillary Document, the Issuer Master
Definitions Schedule, the Mortgages Trustee Guaranteed Investment Contract, the
Funding 2 Guaranteed Investment Contract and such other related documents which
are referred to in the terms of the above documents;
"Transfer Agent" means Citibank, N.A. in its capacity as transfer agent at
its Specified Office or such other person for the time being acting as transfer
agent under the Issuer Paying Agent and Agent Bank Agreement;
"Trust Determination Date" means the first day (or, if not a London
Business Day, the next succeeding London Business Day) of each calendar month;
"UK Listing Authority" means the Financial Services Authority in its
capacity as competent authority for the purposes of Part VI of the Financial
Services and Markets Act 2000, as amended;
"US Global Note Certificates" means the note certificates representing the
US Notes while in global form;
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"US Notes" means each Series and Class of Listed Notes which is registered
with the United States Securities and Exchange Commission under the United
States Securities Act of 1933, as amended;
"US Prospectus" means, in relation to the US Notes, the US Prospectus of
the Issuer from time to time, the first being the US Prospectus dated 21 January
2005;
"US Prospectus Supplement" means, in relation to any Series of US Notes,
the prospectus supplement issued in relation to such Series of US Notes as a
supplement to the US Prospectus and giving details of such Series of US Notes;
and
"US Paying Agent" means Citibank, N.A., acting in its capacity as US
paying agent through its New York office or such other person for the time being
acting as US paying agent under the Issuer Paying Agent and Agent Bank
Agreement.
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