Common use of Nomination of Directors Clause in Contracts

Nomination of Directors. (a) For so long as this Agreement remains in force and subject as set out in paragraph (b) below: (i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie as its first nominee in such xxxxxxxx) xxx xxthing herein shall require Northern Rock to nominate the same person as director for each SPV Company; and (ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate two persons willing to serve in the capacity of director for each SPV Company (and shall be deemed to have so nominated L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for each SPV Company or require the Current Issuer Corporate Services Provider to nominate the same two persons as director for each SPV Company. (b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor". (c) In relation to any person nominated or deemed to be nominated under (a) above as a director of any SPV Company, that person is referred to below as a "Director". (d) Each appointor hereby confirms to the other that, if the person nominated or deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of any SPV Company, it will promptly: (i) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against the SPV Companies; (ii) nominate another person willing to act in the relevant capacity; and (iii) procure the consent of that other person to act in that capacity. (e) Each appointor shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from any SPV Company save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 hereof. (f) The Share Trustee undertakes and agrees subject to its duties and obligations as Share Trustee under the Share Trust Deed dated 19 March 2001 that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of each SPV Company so as to procure that the Board of Directors of each SPV Company comprises at all times one nominee of Northern Rock (provided that Northern Rock shall have nominated such person to such office) and two nominees of the Current Issuer Corporate Services Provider as provided under paragraph (a) above. (g) The obligations of the Current Issuer Corporate Services Provider under this Agreement and the obligations of each SPV Company under the Transaction Documents are, respectively, solely the corporate obligations of the Current Issuer Corporate Services Provider and the SPV Companies. No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement or any of the Transaction Documents against any employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies save where the claim, demand, liability, cost or expense in connection therewith arises from the negligence, wilful default or breach of duty of such employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies.

Nomination of Directors. (a) For so long as this Agreement remains in force and subject as set out in paragraph (b) below: (i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie as its first nominee in such xxxxxxxx) xxx xxthing nothing herein shall require Northern Rock to nominate the same person as director for each SPV Company; and (ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate two persons willing to serve in the capacity of director for each SPV Company (and shall be deemed to have so nominated L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for each SPV Company or require the Current Issuer Corporate Services Provider to nominate the same two persons as director for each SPV Company. (b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor". (c) In relation to any person nominated or deemed to be nominated under (a) above as a director of any SPV Company, that person is referred to below as a "Director". (d) Each appointor hereby confirms to the other that, if the person nominated or deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of any SPV Company, it will promptly: (i) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against the SPV Companies; (ii) nominate another person willing to act in the relevant capacity; and (iii) procure the consent of that other person to act in that capacity. (e) Each appointor shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from any SPV Company save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 hereof. (f) The Share Trustee undertakes and agrees subject to its duties and obligations as Share Trustee under the Share Trust Deed dated 19 March 2001 that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of each SPV Company so as to procure that the Board of Directors of each SPV Company comprises at all times one nominee of Northern Rock (provided that Northern Rock shall have nominated such person to such office) and two nominees of the Current Issuer Corporate Services Provider as provided under paragraph (a) above. (g) The obligations of the Current Issuer Corporate Services Provider under this Agreement and the obligations of each SPV Company under the Transaction Documents are, respectively, solely the corporate obligations of the Current Issuer Corporate Services Provider and the SPV Companies. No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement or any of the Transaction Documents against any employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies save where the claim, demand, liability, cost or expense in connection therewith arises from the negligence, wilful default or breach of duty of such employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies.

Nomination of Directors. (a) For 2.1 From the date of this Agreement, for so long as this Agreement remains in force and subject as set out in paragraph (b) of Clause 2.2 below: (i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie as its first nominee in such xxxxxxxx) xxx xxthing herein shall require Northern Rock to nominate the same person as director for each SPV Company; and (ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate at least two persons individuals (where individual may include a body corporate) one of which must be an Independent Director, willing to serve in the capacity of director for of each SPV Company of the Companies (and shall be deemed to have so nominated hereby nominates, L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) (each a Director) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for each SPV Company or require of the Current Issuer Companies. 2.2 The Corporate Services Provider to nominate the same two persons as director for each SPV Company. (b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor". (c) In relation to any person nominated or deemed to be nominated under (a) above as a director of any SPV Company, that person is referred to below as a "Director". (d) Each appointor hereby confirms to the other that, if the a person nominated or deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of any SPV a Company, it will promptly: (ia) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against the SPV Companiesrelevant Company; (iib) nominate another person willing to act in the relevant capacity; and (iiic) procure the consent of that other person to act in that capacity. (e) Each appointor 2.3 The Corporate Services Provider shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from any SPV Company the Companies save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 8 (Remuneration) hereof. (f) 2.4 The Share Trustee undertakes and agrees subject to its duties and obligations as Share Trustee under the Share Trust Deed dated 19 March 2001 that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of each SPV Company Holdings so as to procure that the Board board of Directors directors of each SPV Company Holdings comprises at all times one nominee of Northern Rock (provided that Northern Rock shall have nominated such person to such office) and at least two nominees of the Current Issuer Corporate Services Provider as provided under paragraph (a) Clause 2.1 above. (g) The obligations of the Current Issuer Corporate Services Provider under this Agreement and the obligations of each SPV Company under the Transaction Documents are, respectively, solely the corporate obligations of the Current Issuer Corporate Services Provider and the SPV Companies. No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement or any of the Transaction Documents against any employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies save where the claim, demand, liability, cost or expense in connection therewith arises from the negligence, wilful default or breach of duty of such employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies.

Nomination of Directors. (a) For so long as this Agreement remains in force and subject as set out in paragraph (b) below: (i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie as its first nominee in such xxxxxxxx) xxx xxthing xxxxxxx herein shall require Northern Rock to nominate the same person as director for each SPV Company; and (ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate two persons willing to serve in the capacity of director for each SPV Company (and shall be deemed to have so nominated L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for each SPV Company or require the Current Issuer Corporate Services Provider to nominate the same two persons as director for each SPV Company. (b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor". (c) In relation to any person nominated or deemed to be nominated under (a) above as a director of any SPV Company, that person is referred to below as a "Director". (d) Each appointor hereby confirms to the other that, if the person nominated or nominatxx xx deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of any SPV Company, it will promptly: (i) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against the SPV Companies; (ii) nominate another person willing to act in the relevant capacity; and (iii) procure the consent of that other person to act in that capacity. (e) Each appointor shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from any SPV Company save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 hereof. (f) The Share Trustee undertakes and agrees subject to its duties and obligations as Share Trustee under the Share Trust Deed dated 19 March 2001 that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of each SPV Company so as to procure that the Board of Directors of each SPV Company comprises at all times one nominee of Northern Rock (provided that Northern Rock shall have nominated such person to such office) and two nominees of the Current Issuer Corporate Services Provider as provided under paragraph (a) above. (g) The obligations of the Current Issuer Corporate Services Provider under this Agreement and the obligations of each SPV Company under the Transaction Documents are, respectively, solely the corporate obligations of the Current Issuer Corporate Services Provider and the SPV Companies. No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement or any of the Transaction Documents against any employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies save where the claim, demand, liability, cost or expense in connection therewith arises from the negligence, wilful default or breach of duty of such employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies.

Nomination of Directors. (a) For so long as this Agreement remains in force and subject as set out in paragraph (b) below: (i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie as its first nominee in such nxxxxxx xx xxxx xxxxxxxx) xxx xxthing nothing herein shall require Northern Rock to nominate the same person as director for each SPV Company; and (ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate two persons willing to serve in the capacity of director for each SPV Company (and shall be deemed to have so nominated L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for each SPV Company or require the Current Issuer Corporate Services Provider to nominate the same two persons as director for each SPV Company. (b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor". (c) In relation to any person nominated or deemed to be nominated under (a) above as a director of any SPV Company, that person is referred to below as a "Director". (d) Each appointor hereby confirms to the other that, if the person nominated or deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of any SPV Company, it will promptly: (i) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against the SPV Companies; (ii) nominate another person willing to act in the relevant capacity; and (iii) procure the consent of that other person to act in that capacity. (e) Each appointor shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from any SPV Company save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 hereof. (f) The Share Trustee undertakes and agrees subject to its duties and obligations as Share Trustee under the Share Trust Deed dated 19 March 2001 that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of each SPV Company so as to procure that the Board of Directors of each SPV Company comprises at all times one nominee of Northern Rock (provided that Northern Rock shall have nominated such person to such office) and two nominees of the Current Issuer Corporate Services Provider as provided under paragraph (a) above. (g) The obligations of the Current Issuer Corporate Services Provider under this Agreement and the obligations of each SPV Company under the Transaction Documents are, respectively, solely the corporate obligations of the Current Issuer Corporate Services Provider and the SPV Companies. No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement or any of the Transaction Documents against any employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies save where the claim, demand, liability, cost or expense in connection therewith arises from the negligence, wilful default or breach of duty of such employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies.

Nomination of Directors. (a) For so long as this Agreement remains in force and subject as set out in paragraph (b) below: (i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each Funding 2 and SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie Xxxxx XxXxxxxx Xxxxxx as its first nominee in such xxxxxxxxcapacity) xxx xxthing and nothing herein shall require Northern Rock to nominate the same person as director for Funding 2 and each SPV Company; and (ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate two persons willing to serve in the capacity of director for Funding 2 and each SPV Company (and shall be deemed to have so nominated L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for Funding 2 and each SPV Company or require the Current Issuer Corporate Services Provider to nominate the same two persons as director for Funding 2 and each SPV Company. (b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor". (c) In relation to any person nominated or deemed to be nominated under (a) above as a director of Funding 2 or any SPV Company, that person is referred to below as a "Director". (d) Each appointor hereby confirms to the other that, if the person nominated or deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of Funding 2 or any SPV Company, it will promptly: (i) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against Funding 2 or the SPV Companies; (ii) nominate another person willing to act in the relevant capacity; and (iii) procure the consent of that other person to act in that capacity. (e) Each appointor shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from Funding 2 or any SPV Company save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 hereof. (f) The Share Trustee undertakes and agrees subject to its duties and obligations as Share Trustee under the Share Trust Deed dated 19 March 2001 2001, as amended, that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of Funding 2 and each SPV Company so as to procure that the Board of Directors of Funding 2 and each SPV Company comprises at all times one nominee of Northern Rock (provided that Northern Rock shall have nominated such person to such office) and two nominees of the Current Issuer Corporate Services Provider as provided under paragraph (a) above. (g) The obligations of the Current Issuer Corporate Services Provider under this Agreement and the obligations of Funding 2 and each SPV Company under the Transaction Documents are, respectively, solely the corporate obligations of the Current Issuer Corporate Services Provider Provider, Funding 2 and the SPV Companies. No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement or any of the Transaction Documents against any employee, officer or director of the Current Issuer Corporate Services Provider Provider, Funding 2 or the SPV Companies save where the claim, demand, liability, cost or expense in connection therewith arises from the negligence, wilful default or breach of duty of such employee, officer or director of the Current Issuer Corporate Services Provider Provider, Funding 2 or the SPV Companies.

Nomination of Directors. (a) For so long as this Agreement remains in force and subject as set out in paragraph (b) below: (i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie as its first nominee in such xxxxxxxx) xxx xxthing xxxxxxx herein shall require Northern Rock to nominate the same person as director for each SPV Company; and (ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate two persons willing to serve in the capacity of director for each SPV Company (and shall be deemed to have so nominated L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for each SPV Company or require the Current Issuer Corporate Services Provider to nominate the same two persons as director for each SPV Company. (b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor". (c) In relation to any person nominated or deemed to be nominated under (a) above as a director of any SPV Company, that person is referred to below as a "Director". (d) Each appointor hereby confirms to the other that, if the person nominated or deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of any SPV Company, it will promptly: (i) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against the SPV Companies; (ii) nominate another person willing to act in the relevant capacity; and (iii) procure the consent of that other person to act in that capacity. (e) Each appointor shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from any SPV Company save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 hereof. (f) The Share Trustee undertakes and agrees subject to its duties and obligations as Share Trustee under the Share Trust Deed dated 19 March 2001 that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of each SPV Company so as to procure that the Board of Directors of each SPV Company comprises at all times one nominee of Northern Rock (provided that Northern Rock shall have nominated such person to such office) and two nominees of the Current Issuer Corporate Services Provider as provided under paragraph (a) above. (g) The obligations of the Current Issuer Corporate Services Provider under this Agreement and the obligations of each SPV Company under the Transaction Documents are, respectively, solely the corporate obligations of the Current Issuer Corporate Services Provider and the SPV Companies. No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement or any of the Transaction Documents against any employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies save where the claim, demand, liability, cost or expense in connection therewith arises from the negligence, wilful default or breach of duty of such employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies.

Nomination of Directors. (a) For so long as this Agreement remains in force and subject as set out in paragraph (b) below: (i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie as its first nominee in such xxxxxxxxxxxxx xxxxxxx xx xxxx capacity) xxx xxthing and nothing herein shall require Northern Rock to nominate the same person as director for each SPV Company; and (ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate two persons willing to serve in the capacity of director for each SPV Company (and shall be deemed to have so nominated L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for each SPV Company or require the Current Issuer Corporate Services Provider to nominate the same two persons as director for each SPV Company. (b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor". (c) In relation to any person nominated or deemed to be nominated under (a) above as a director of any SPV Company, that person is referred to below as a "Director". (d) Each appointor hereby confirms to the other thatxxxx, if the person nominated or deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of any SPV Company, it will promptly: (i) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against the SPV Companies; (ii) nominate another person willing to act in the relevant capacity; and (iii) procure the consent of that other person to act in that capacity. (e) Each appointor shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from any SPV Company save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 hereof. (f) The Share Trustee undertakes and agrees subject to its duties and obligations as Share Trustee under the Share Trust Deed dated 19 March 2001 that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of each SPV Company so as to procure that the Board of Directors of each SPV Company comprises at all times one nominee of Northern Rock (provided that Northern Rock shall have nominated such person to such office) and two nominees of the Current Issuer Corporate Services Provider as provided under paragraph (a) above. (g) The obligations of the Current Issuer Corporate Services Provider under this Agreement and the obligations of each SPV Company under the Transaction Documents are, respectively, solely the corporate obligations of the Current Issuer Corporate Services Provider and the SPV Companies. No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement or any of the Transaction Documents against any employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies save where the claim, demand, liability, cost or expense in connection therewith arises from the negligence, wilful default or breach of duty of such employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies.

Nomination of Directors. (a) For 2.1 From the date of this Agreement, for so long as this Agreement remains in force and subject as set out in paragraph (b) of Clause 2.2 below: (i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie as its first nominee in such xxxxxxxx) xxx xxthing herein shall require Northern Rock to nominate the same person as director for each SPV Company; and (ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate at least two persons individuals (where individual may include a body corporate) one of which must be an Independent Director, willing to serve in the capacity of director for of each SPV Company of the Companies (and shall be deemed to have so nominated hereby nominates, L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) (each a Director) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for each SPV Company or require of the Current Issuer Companies. 2.2 The Corporate Services Provider to nominate the same two persons as director for each SPV Company. (b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor". (c) In relation to any person nominated or deemed to be nominated under (a) above as a director of any SPV Company, that person is referred to below as a "Director". (d) Each appointor hereby confirms to the other that, if the a person nominated or deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of any SPV a Company, it will promptly: (ia) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against the SPV Companiesrelevant Company; (iib) nominate another person willing to act in the relevant capacity; and (iiic) procure the consent of that other person to act in that capacity. (e) Each appointor 2.3 The Corporate Services Provider shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from any SPV Company the Companies save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 8 (Remuneration) hereof. (f) 2.4 The Share Trustee undertakes and agrees subject to its duties and obligations as Share Trustee under the Share Trust Deed dated 19 March 2001 that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of each SPV Company Holdings so as to procure that the Board board of Directors directors of each SPV Company Holdings comprises at all times one nominee of Northern Rock (provided that Northern Rock shall have nominated such person to such office) and at least two nominees of the Current Issuer Corporate Services Provider as provided under paragraph (a) Clause 2.1 above. (g) The obligations of the Current Issuer . LON49693552 155810-0054 EXECUTION VERSION Corporate Services Provider under this Agreement and the obligations of each SPV Company under the Transaction Documents are, respectively, solely the corporate obligations of the Current Issuer Corporate Services Provider and the SPV Companies. No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement or any of the Transaction Documents against any employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies save where the claim, demand, liability, cost or expense in connection therewith arises from the negligence, wilful default or breach of duty of such employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies.Agreement

Nomination of Directors. (a) For so long as this Agreement remains in force and subject as set out in paragraph (b) below: (i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie as its first nominee in such xxxxxxxx) xxx xxthing xxxxing herein shall require Northern Rock to nominate the same person as director for each SPV Company; and (ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate two persons willing to serve in the capacity of director for each SPV Company (and shall be deemed to have so nominated L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for each SPV Company or require the Current Issuer Corporate Services Provider to nominate the same two persons as director for each SPV Company. (b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor". (c) In relation to any person nominated or deemed to be nominated under (a) above as a director of any SPV Company, that person is referred to below as a "Director". (d) Each appointor hereby confirms to the other that, if the person nominated nomxxxxxx or deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of any SPV Company, it will promptly: (i) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against the SPV Companies; (ii) nominate another person willing to act in the relevant capacity; and (iii) procure the consent of that other person to act in that capacity. (e) Each appointor shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from any SPV Company save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 hereof. (f) The Share Trustee undertakes and agrees subject to its duties and obligations as Share Trustee under the Share Trust Deed dated 19 March 2001 that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of each SPV Company so as to procure that the Board of Directors of each SPV Company comprises at all times one nominee of Northern Rock (provided that Northern Rock shall have nominated such person to such office) and two nominees of the Current Issuer Corporate Services Provider as provided under paragraph (a) above. (g) The obligations of the Current Issuer Corporate Services Provider under this Agreement and the obligations of each SPV Company under the Transaction Documents are, respectively, solely the corporate obligations of the Current Issuer Corporate Services Provider and the SPV Companies. No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement or any of the Transaction Documents against any employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies save where the claim, demand, liability, cost or expense in connection therewith arises from the negligence, wilful default or breach of duty of such employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies.

Nomination of Directors. (a) For so long as this Agreement remains in force and subject as set out in paragraph (b) below: (i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie as its first nominee in such xxxxxxxx) xxx xxthing xxxxing herein shall require Northern Rock to nominate the same person as director for each SPV Company; and (ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate two persons willing to serve in the capacity of director for each SPV Company (and shall be deemed to have so nominated L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for each SPV Company or require the Current Issuer Corporate Services Provider to nominate the same two persons as director for each SPV Company. (b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor". (c) In relation to any person nominated or deemed to be nominated under (a) above as a director of any SPV Company, that person is referred to below as a "Director". (d) Each appointor hereby confirms to the other that, if the person nominated or deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of any SPV Company, it will promptly: (i) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against the SPV Companies; (ii) nominate another person willing to act in the relevant capacity; and (iii) procure the consent of that other person to act in that capacity. (e) Each appointor shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from any SPV Company save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 hereof. (f) The Share Trustee undertakes and agrees subject to its duties and obligations as Share Trustee under the Share Trust Deed dated 19 March 2001 that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of each SPV Company so as to procure that the Board of Directors of each SPV Company comprises at all times one nominee of Northern Rock (provided that Northern Rock shall have nominated such person to such office) and two nominees of the Current Issuer Corporate Services Provider as provided under paragraph (a) above. (g) The obligations of the Current Issuer Corporate Services Provider under this Agreement and the obligations of each SPV Company under the Transaction Documents are, respectively, solely the corporate obligations of the Current Issuer Corporate Services Provider and the SPV Companies. No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement or any of the Transaction Documents against any employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies save where the claim, demand, liability, cost or expense in connection therewith arises from the negligence, wilful default or breach of duty of such employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies.

Nomination of Directors. (a) For so long as this Agreement remains in force and subject as set out in paragraph (b) below: (i) Northern Rock will be entitled to, and shall, nominate one person willing to serve in the capacity of director for each SPV Company (and Northern Rock shall be deemed to have so nominated Keith McCallum Currie as its first nominee in such xxxxxxxx) xxx xxthing xxxxxng herein shall require Northern Rock to nominate the same person as director for each SPV Company; and (ii) the Current Issuer Corporate Services Provider will be entitled to, and shall, nominate two persons willing to serve in the capacity of director for each SPV Company (and shall be deemed to have so nominated L.D.C. Securitisation Director No. 1 Limited and L.D.C. Securitisation Director No. 2 Limited as its first nominees in such capacity) and nothing herein shall prevent the Current Issuer Corporate Services Provider from nominating itself as a corporate director for each SPV Company or require the Current Issuer Corporate Services Provider to nominate the same two persons as director for each SPV Company. (b) In relation to any person nominated or deemed to be nominated under (a) above, whichever of Northern Rock or the Current Issuer Corporate Services Provider nominated that person is referred to below as that person's "appointor". (c) In relation to any person nominated or deemed to be nominated under (a) above as a director of any SPV Company, that person is referred to below as a "Director". (d) Each appointor hereby confirms to the other that, if the person nominated or deemed to be nominated by it should resign or retire or for any other reason cease to act as Director of any SPV Company, it will promptly: (i) procure that such Director shall acknowledge in writing that he has no claim of any nature whatsoever against the SPV Companies; (ii) nominate another person willing to act in the relevant capacity; and (iii) procure the consent of that other person to act in that capacity. (e) Each appointor shall procure that each of the persons respectively nominated or deemed to be nominated by it from time to time as provided above accepts the relevant appointment and acts in the relevant capacity without fee or remuneration from any SPV Company save that nothing in this Agreement shall prejudice any right to remuneration on the part of the Current Issuer Corporate Services Provider under Clause 6 hereof. (f) The Share Trustee undertakes and agrees subject to its duties and obligations as Share Trustee under the Share Trust Deed dated 19 March 2001 that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of each SPV Company so as to procure that the Board of Directors of each SPV Company comprises at all times one nominee of Northern Rock (provided that Northern Rock shall have nominated such person to such office) and two nominees of the Current Issuer Corporate Services Provider as provided under paragraph (a) above. (g) The obligations of the Current Issuer Corporate Services Provider under this Agreement and the obligations of each SPV Company under the Transaction Documents are, respectively, solely the corporate obligations of the Current Issuer Corporate Services Provider and the SPV Companies. No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement or any of the Transaction Documents against any employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies save where the claim, demand, liability, cost or expense in connection therewith arises from the negligence, wilful default or breach of duty of such employee, officer or director of the Current Issuer Corporate Services Provider or the SPV Companies.