CONFORMED COPY
28 SEPTEMBER 2001
GRANITE FINANCE FUNDING LIMITED
-and-
MOURANT & CO. CAPITAL (SPV) LIMITED
as Corporate Services Provider
--------------------------------------------------------------------------------
AMENDMENT AND RESTATEMENT
relating to a
CORPORATE SERVICES PROVIDER AGREEMENT
dated 26 March 2001
--------------------------------------------------------------------------------
THIS AMENDMENT AND RESTATEMENT is made on 28 September 2001
BETWEEN:
(1) GRANITE FINANCE FUNDING LIMITED, a company incorporated under the laws of
Jersey, registered number 79308, whose registered office is at 00
Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands (Company);
and
(2) MOURANT & CO. CAPITAL (SPV) LIMITED, a company incorporated under the laws
of England and Wales, registered number 4092438, whose registered office
is at 0xx Xxxxx, 00 Xxx Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX (Corporate Services
Provider).
WHEREAS:
(A) The Corporate Services Provider has agreed to provide corporate services
to the Company on the terms and subject to the conditions contained in the
Corporate Services Provider Agreement dated 26 March 2001 (the Corporate
Services Provider Agreement).
(B) The parties now wish to amend and restate the Corporate Services Provider
Agreement pursuant to the provisions set out herein.
(C) With effect from the date hereof, the provisions of the Corporate Services
Provider Agreement and this Amendment and Restatement shall be read and
construed as one document.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1. The master Definitions Schedule signed for the purposes of identification
by Xxxxx & Xxxx and Xxxxxxxx Chance Limited Liability Partnership on 26
March 2001 (as the same may be amended, varied or supplemented from time
to time with the consent of the parties hereto) is expressly and
specifically incorporated into this Amendment and Restatement and (to the
extent necessary) these presents, and accordingly, the expressions defined
in the Master Definitions Schedule (as so amended, varied or supplemented)
shall, except where the context otherwise requires and save where
otherwise defined herein, have the same meanings in these presents,
including the recitals hereto and these presents shall be construed in
accordance with the interpretation provisions set out in Clause 2
(Interpretation and Construction) of the Master Definitions Schedule.
1.2. The Corporate Services Provider Agreement as amended and restated pursuant
hereto shall be referred to herein as the Amended and Restated Agreement.
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1.3. As used in the Corporate Services Provider Agreement and as amended and
restated by this Deed of Amendment and Restatement, the terms "CORPORATE
SERVICES PROVIDER AGREEMENT", "THIS CORPORATE SERVICES PROVIDER
AGREEMENT", "AGREEMENT", "THIS AGREEMENT", "HEREIN", "HEREINAFTER",
"HEREOF", "HERETO" and other words of similar import shall mean or refer
to the Amended and Restated Corporate Services Provider Agreement, unless
the context otherwise specifically requires.
2. AMENDMENTS TO THE CORPORATE SERVICES PROVIDER AGREEMENT
Upon execution of this Amendment and Restatement by the parties hereto,
the Corporate Services Provider Agreement shall be and hereby is amended
and restated in the form of Appendix I hereto.
3. COUNTERPARTS
This Deed of Amendment and Restatement may be executed in any number of
counterparts, and has the same effect as if the signatures on the
counterparts were on a single copy of this Deed of Amendment and
Restatement.
4. GOVERNING LAW
This Amendment and Restatement is governed by, and shall be construed in
accordance with, the laws of Jersey.
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EXECUTION PAGE
IN WITNESS WHEREOF THIS AMENDMENT AND RESTATEMENT HAS BEEN EXECUTED BY THE
PARTIES HERETO AND ENTERED INTO THE DAY AND YEAR FIRST ABOVE WRITTEN.
SIGNED BY X.X. XXXXXX
For and on behalf of
Granite Finance Funding Limited
SIGNED BY XXXXX X. XXXXXXX
For and on behalf of
Mourant & Co. Capital (SPV) Limited
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APPENDIX I
AMENDED AND RESTATED CORPORATE SERVICE PROVIDER AGREEMENT
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28 SEPTEMBER 2001
GRANITE FINANCE FUNDING LIMITED
AND
MOURANT & CO. CAPITAL (SPV) LIMITED)
======================================================
FIRST AMENDED AND RESTATED CORPORATE
SERVICES PROVIDER AGREEMENT
DATED 28 SEPTEMBER, 2001 WHICH AMENDS AND RESTATES THE
CORPORATE SERVICES PROVIDER AGREEMENT DATED 26 MARCH
2001
======================================================
[LOGO]
MOURANT DU FEU & JEUNE
ADVOCATES, SOLICITORS AND NOTARIES PUBLIC
XX Xxx 00, 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands
Tel: 00000 000000 Fax: 00000 000000
(C) Mourant du Feu & Jeune
THIS AGREEMENT is made the 28 day of September 2001 and amends and restates the
Corporate Services Provider Agreement dated 26 March 2001.
BETWEEN
(1) GRANITE FINANCE FUNDING LIMITED, a company incorporated under the laws of
Jersey, registered number 79308, whose registered office is at 00
Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands (COMPANY);
and
(2) MOURANT & CO. CAPITAL (SPV) LIMITED, a company incorporated under the
laws of England and Wales, registered number 4092438, whose registered
office is at 0xx Xxxxx, 00 Xxx Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX (CORPORATE
SERVICES PROVIDER).
WHEREAS
(A) The Company has executed a Mortgages Trust Deed dated 26 March 2001 (as
amended, varied or supplemented from time to time) between itself,
Northern Rock plc as Seller and Beneficiary (SELLER) and Granite Finance
Trustee Limited as Trustee (TRUSTEE) (MORTGAGES TRUST DEED), whereby the
Trustee undertakes to hold the benefit of all the Trust Property (as
defined in the Mortgages Trust Deed) from time to time transferred to it
or acquired by it from Northern Rock plc upon trust for the Seller and the
Company in accordance with the terms of the Mortgages Trust Deed.
(B) In order to fund its Contributions from time to time to the Mortgages
Trustee for the Funding Share of the Trust Property, the Company shall
from time to time enter into Intercompany Loan Agreements.
(C) The Company has requested the Corporate Services Provider to provide
administrative and secretarial services to the Company upon the terms set
out in this Agreement in order to carry out its obligations under the
Transaction Documents. The Corporate Services Provider is willing to
provide such services to the Company upon such terms.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1. Terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Articles of Association of the
Company as in full force from time to time (hereinafter the ARTICLES
OF ASSOCIATION).
1.2. Words importing the singular shall include the plural and the
masculine gender shall include the feminine and the neuter and vice
versa in each case and words importing persons shall include bodies
of persons whether corporate or unincorporated.
1.3. The Master Definitions Schedule signed for the purposes of
identification by Xxxxx & Wood and Xxxxxxxx Chance Limited Liability
Partnership on 26 March 2001 (as the same may be amended, varied or
supplemented from time to time with the consent of the parties
hereto) is expressly and specifically incorporated into this
Agreement and, accordingly, the expressions defined in
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the Master Definitions Schedule (as amended, varied or supplemented)
shall, except where the context otherwise requires and save where
otherwise defined herein, have the same meanings in this Agreement
and in the Recitals hereto, and this Agreement shall be construed in
accordance with the interpretation provisions set out in Clause 2
(Interpretation and Construction) of that Master Definitions
Schedule.
1.4. The headings in this Agreement do not affect its interpretation.
1.5. References to "clauses" (unless otherwise specified) are references
to clauses of this Agreement.
1.6. References to any Agreement shall be construed as a reference to
such Agreement as the same may be, or may from time to time have
been amended, modified, supplemented or restated.
1.7. '(pound)' and 'sterling' denote lawful currency of the United
Kingdom.
2. ADMINISTRATIVE SERVICES
The Corporate Services Provider shall provide the following services (the
SERVICES) in England and shall arrange for the Services (where indicated
below) to be provided by its sister company, Mourant & Co. Limited in
Jersey:
2.1 a registered office in Jersey and administrative office in England
for the Company;
2.2 the services of two individuals who will accept the office as
Directors of the Company;
2.3 the services of a secretary to the Company to perform all the duties
properly required of a secretary by the directors of the Company and
the Companies (Jersey) Law 1991 (the LAW);
2.4 the arrangement of meetings of directors and shareholders of the
Company in England and the preparation of minutes of such meetings;
2.5 the arrangement of annual meetings and any other meetings of the
shareholders of the Company;
2.6 the maintenance of the statutory books of the Company and any other
books and records required by law or ordinarily required by a Jersey
company and the preparation and issue of share certificates;
2.7 the preparation and submission of annual returns of the Company and
procuring that the Company pays the fee required to be paid to the
Jersey authorities in connection therewith;
2.8 the preparation and submission of any other documents required by
law to be prepared or filed by the Company;
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2.9 the provision of book keeping services and preparation of the
Company's accounts based upon the Finance Trustees Ledgers as
maintained by the Cash Manager, the quarterly management accounts
maintained by the Cash Manager and the records maintained by the
Administrator;
2.10 the instruction of the Company's auditors to prepare the annual
audited financial statements;
2.11 the safekeeping of the common seal of the Company and arranging for
sealing of documents as authorised by the directors of the Company.
2.12 obtaining exempt status for the Company under the provisions of the
Income Tax (Jersey) Law 1961, as amended and procuring that the
Company pays the fee required to be paid to the Comptroller of
Income Tax in order to obtain such status;
2.13 the provision (if necessary) of nominees to hold the issued shares
of the Company; and
2.14 the execution of all such agreements, documents and undertakings as
shall be necessary in connection with the Business of the Company if
so authorised by valid resolution of the Board of Directors of the
Company;
2.15 the acceptance of service of process and any other documents or
notices to be served on the Company.
3. THE CORPORATE SERVICE PROVIDER'S DUTIES
3.1 The Corporate Service Provider shall at all time (subject to Clause
5 hereof) act in accordance with all reasonable and proper
directions, orders and instructions given by the Board of Directors
of the Company.
3.2 The Corporate Service Provider shall not knowingly do or knowingly
omit to do anything which would constitute a breach of any
provisions of the Articles of Association of the Company or of any
legally binding restrictions applying to the Company. This includes
but is not limited to any legally binding restrictions applying to
the Company as a consequence of its being a party to the Transaction
Documents.
4. TRANSACTION ACCOUNTS AND GIC ACCOUNTS
4.1 The Company confirms that the Funding Bank Accounts have been, or,
as the case may be, will be established and that mandates in
accordance with the Bank Account Agreement and the relevant Funding
(Issuer) Bank Account Agreement, as applicable, have been, or as the
case may be, will delivered to the Account Bank immediately
following the execution of this Agreement and that as at the date of
this Agreement none of the Accounts are overdrawn.
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4.2 The Company will operate the Funding Bank Accounts and the Funding
GIC Accounts in accordance with the terms of the Funding Transaction
Documents, as applicable. The Corporate Services Provider shall
(subject to clause 5 hereof) only give instructions on behalf of the
Company to the Account Bank for the deposit, withdrawal or transfer
of funds in accordance with information provided by the Cash Manager
from time to time pursuant to the Cash Management Agreement.
4.3 The Corporate Service Provider shall be entitled to rely upon the
information provided by the Cash Manager and it shall be no part of
its duties to make enquiry as to the accuracy or completeness of
that information.
5. ENFORCEMENT NOTICE
5.1 The Company shall notify the Corporate Services Provider of the
receipt of an Enforcement Notice.
5.2 In the event that the Corporate Service Provider has received
notification pursuant to Clause 5.1 hereof, the Corporate Services
Provider shall act only in accordance with the directions of the
Security Trustee.
6. STATUTORY ACCOUNTS
6.1 The Corporate Services Provider shall, subject to all applicable
laws, provide all information and access to books and records as the
Auditors may reasonably require for the purpose auditing the annual
accounts of the Company;
6.2 The Corporate Services Provider shall, in conjunction with the
Auditors and subject to the provision of any necessary information
by the Cash Manager, assist in the preparation of the profit and
loss account, balance sheet and directors' report and any other
report or information required by law to be attached to them or
incorporated in them for the Company in respect of each accounting
reference period. Subject to the approval of the Company, the
Corporate Service Provider shall procure, so far as it is able to do
so, that the Auditors shall make a report thereon as required by
law;
6.3 The Corporate Services Provider shall arrange for the Cash Manager
and the Security Trustee to receive such copies of the audited
accounts as shall be required by the Transaction Documents within
120 days of the end of each accounting reference period. It shall
also send copies of the audited accounts to such other parties as
either the Cash Manager or the Security Trustee shall request;
6.4 The Corporate Services Provider shall take all reasonable steps to
procure that, within 120 days of the end of each accounting
reference period, the Auditors provide to the Cash Manager for
submission to the Financial Services Authority, the London Stock
Exchange plc, the Jersey Registrar of Companies, S&P, Xxxxx'x and
Fitch a copy of the Auditors' report.
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7. DATA PROTECTION AND CONSUMER CREDIT
The Company confirms that it has applied for registration under the Data
Protection Act 1998 and obtained a licence under the Consumer Credit Xxx
0000 in the United Kingdom. The Corporate Services Provider will use its
best endeavours to procure that the Company maintains such registrations
and that the Company obtains and maintains all necessary registrations,
licences and authorities required to enable the Company to perform its
obligations under the Transaction Documents.
8. DESIGNATED RESOURCES - DESIGNATED CSP STAFF
8.1 The Corporate Service Provider shall procure that from the Initial
Closing Date until the Final Redemption (the CSP STAFF PERIOD),
three full time employees of its sister company Mourant & Co.
Limited in Jersey (the DESIGNATED CSP STAFF, each employee being a
DESIGNATED SCP STAFF MEMBER) are available on a non-exclusive and
part time basis to the Company in Jersey.
8.2 On the Initial Closing Date, the initial Designated CSP Staff
Members are expected to be: Xxxxxxx Xxxxx; Xxxxxxx Xxxxxxxxx and
Xxxxxxx Xxxxxxxxxx. The Corporate Services Provider may designate an
alternative individual or individuals to be a Designated CSP Staff
Member, PROVIDED THAT if the Corporate Services Provider becomes
aware of any notice of termination of the contract of employment
given or received from a Designated CSP Staff Member, the Corporate
Services Provider will promptly notify the Security Trustee and
shall ensure that an alternative individual is designated as a
replacement Designated CSP Staff Member AND PROVIDED THAT at all
times the Designated CSP Staff are resident in Jersey.
8.3 This Agreement is a contract for services and is not intended to
constitute and nothing in this Agreement shall have the effect of
constituting any relationship of employer and employee between the
Company, (as employer), and the Designated CSP Staff Members (as
employee). Notwithstanding the designation of the Designated CSP
Staff as available on a non-exclusive basis to provide Services, the
Designated CSP Staff will not, at any time, be under the control or
management of the Company. None of the Designated CSP Staff will be
employed by the Corporate Services Provider (or such other company
as the Corporate Services Provider may designate for this purpose)
exclusively to perform the Services.
8.4 This Agreement is not intended to an nothing in this Agreement shall
have the effect of constituting a Designated CSP Staff Member as
agent of the Company. No Designated CSP Staff member shall have the
authority or right to contract on behalf of the Company or to bind
it in any way in relation to third parties, save as specifically
authorised by the Company from time to time or, as applicable, where
the Designated CSP Staff Member is acting solely in his capacity as
a director of the Company and has been duly authorised in that
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regard by the board of directors of the Company. Nothing in this
Agreement shall constitute a partnership or joint venture between
the parties.
8.5 For the avoidance of doubt, the Corporate Services Provider may at
its discretion, and shall where necessary, use other persons in the
performance of the Services where needed in supplement to, or
substitution of the Designated CSP Staff PROVIDED THAT such persons
are resident in Jersey.
9. DESIGNATED RESOURCES - OFFICE SPACE
9.1 The Corporate Services Provider agrees to arrange for its sister
company Mourant & Co. Limited in Jersey to designate a specific area
(the DESIGNATED OFFICE SPACE) within the premises of the Mourant &
Co. Limited in Jersey as the office from which the Designated CSP
Staff may perform the Services, and where the Corporate Services
Provider may (but is not required to) store files, records and
correspondence referred to in Clause 10 below.
9.2 The Designated Office Space will not be used exclusively by Mourant
& Co. Limited in Jersey to provide the Services.
9.3 The Corporate Services Provider and Mourant & Co. Limited in Jersey
may provide services to other companies managed and administered by
the Corporate Services Provider and/or Mourant & Co. Limited from
the Designated Office Space.
9.4 Mourant & Co. Limited in Jersey will retain possession and control
of the Designated office Space and the Company will not have
possession or control of either;
(a) the Designated Office Space itself; or
(b) any means of access thereto or egress therefrom; or
(c) any plant or substance in the Designated Office Space; or
(d) any equipment or files in the Designated Office Space.
For the avoidance of doubt, nothing in this Agreement shall be taken
as granting a lease, licence or other interest in the Designated
Office Space which shall remain the property of Mourant & Co.
Limited.
10. DESIGNATED RESOURCES
10.1 The Corporate Services Provider further agrees that it will arrange
for its sister company Mourant & Co. Limited in Jersey to provide
dedicated communication facilities to the Company, which facilities
may include a separate telephone and telefax line and be (but shall
not be required to be provided in the Designated office Space and
which may be (but shall not be required to be) manned by the
Designated CSP Staff.
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10.2 The Corporate Services Provider shall maintain files, records and
correspondence relating to the Company and may do so, but shall not
be required to do so, in the Designated Office Space.
11. WARRANTIES AND UNDERTAKINGS OF THE CORPORATE SERVICES PROVIDER
11.1 The Corporate Services Provider warrants to the Company:
a) it is duly registered as a company limited by shares under
English Law;
b) it has power under its Memorandum and Articles of Association,
and all necessary corporate authority has been obtained and
action taken for it to sign and deliver and perform the
transactions contemplated in this Agreement; and
c) the signing and deliver of this Agreement does or will not
contravene or constitute a default under, or cause to be
exceeded any limitation on it or the powers of its directors,
imposed by the contained in, (1) any law by which it or any of
its assets is bound or affected, (2) its Memorandum and
Articles of Association, or (3) any agreement to which it is a
party or by which any of its assets is bound.
11.2 The Corporate Services Provider undertakes generally to provide or
procure such human and other resources as is appropriate to perform
all the Services described in this Agreement to the appropriate
standard.
12. NON - PETITION AND LIMITED RECOURSE
12.1 The Corporate Services Provider agrees that it will no initiate or
join any person in initiating an Insolvency Event in relation to the
Company so long as any sum is outstanding under any Intercompany
Loan Agreement of any Issuer or for two years plus one day since the
last day of which such sum was outstanding.
12.2 In relation to Funding:
(a) only the Security Trustee may enforce the security created in
favour of the Security Trustee under the Funding Deed of
Charge in accordance with the provisions thereof;
(b) notwithstanding any other provision of this Agreement or any
other Transaction Document, no sum owing to any part to this
Agreement from or by Funding under this Agreement shall be
payable by Funding (following enforcement of the Funding
Security) the Security Trustee has realised sufficient funds
from the Funding Security to pay such sum subject to and in
accordance with the relevant Funding Priority Payments and
provided that all liabilities of Funding required to be paid
in priority thereto or pari passu therewith pursuant to such
Funding
7
Priority of Payments have been paid, discharged and/or
otherwise provided for in full; and
(c) it shall not take any steps for the purpose of recovering any
amount payable by Funding or enforcing rights arising out of
this Agreement against Funding otherwise than in accordance
with the Funding Deed of Charge.
13. ASSIGNMENT
Except with the consent of the Security Trustee, the Corporate Services
Provider may not assign or transfer or purport to assign or transfer a
right or obligation under this Agreement.
14. INFORMATION AND DATA REGARDING THE COMPANY
14.1 The Corporate Services Provider hereby agrees that all information
and data held by it in respect of the Company on any computer system
of the Corporate Services Provider is the sole property of the
Company.
14.2 The Corporate Services Provider agrees that all such information and
data and all other information relating to the service provided
under this Agreement shall be kept safely and treated as
confidential. It shall not be disclosed to any third party, except
with the prior written consent of the Company or except as may be
required by law or by any regulatory authority. The Corporate
Services Provider agrees to use the same solely for the purposes of
this Agreement. The Agreement constituted by the terms of the Clause
14.2 shall continue even after the termination of this Agreement.
14.3 After termination of this Agreement the Corporate Services Provider
shall deliver up to the Company, within 2 working days of the
Company's request therefor, all such information and data, or, at
the request of the Company destroy the same.
15. REMUNERATION
15.1 The Company shall remunerate the Corporate Service Provider in
accordance with the fees set out in the Schedule hereto for the
supply of services to the Company pursuant to this Agreement.
15.2 In addition to the scale of fees, the Corporate Services Provider,
its officers, employees, and any person to whom it has delegated its
duties hereunder shall be entitled to reimbursement of all out of
pocket expenses reasonably incurred by them in the proper
performance of such services hereunder.
16. INDEMNITY
16.1 The Company shall at all times keep the Corporate Services Provider,
its directors, officer, employees, agents and nominees fully and
effectively indemnified and saved harmless against all actions,
proceedings, claims,
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demands, damages, costs and other liabilities whatsoever arising out
of the performance of its or their duties under this Agreement save
only liabilities arising as a consequence of negligence, bad faith,
fraud or wilful misconduct on the part of such persons. This
indemnity shall continue after the termination of the duties of the
Corporate Services Provider under this Agreement and the benefit
shall extend to all directors, officers, employees, agents and
nominees of the Corporate Services Provider from time to time and to
the successors in title of the Corporate Services Provider.
16.2 The Corporate Services Provider shall at all times keep the Company,
its directors, officers, employees, agents and nominees fully and
effectively indemnified and saved harmless against all actions,
proceedings, claims, demands, damages, costs and other liabilities
whatsoever arising out of any breach by the Corporate Services
Provider in its duties under this Agreement or arising as a
consequence of negligence, bad faith, fraud or wilful misconduct on
the part of the Corporate Services Provider. This indemnity shall
continue after the termination of the duties of the Corporate
Services Provider under this Agreement and the benefit shall extend
to all directors, officers, employees, agents and nominees of the
Company from time to time and to the successors in title of the
Company.
17. LIABILITY OF THE CORPORATE SERVICES PROVIDER
17.1 The Corporate Services Provider shall not be liable for any loss to
the Company arising in consequence of the failure, depreciation or
loss of any investments (of the Company) made in accordance with
instructions and guidelines given by the Board of Directors of the
Company except by reason of fraud, wilful misconduct or negligence
of the part of the Corporate Services Provider.
17.2 Without prejudice to the generality of clause 17.1 of this Agreement
the Corporate Services Provider shall not incur any liability
whatsoever arising from:
(a) the negligence or fraud of any delegate or agent appointed or
employed with the consent, or on the instructions of, the
Board of Directors of the Company; or
(b) anything done or omitted in conformity with any advice given
or purporting to have been given by any agent appointed or
employed in connection with the affairs of the Company with
the consent of the Board of Directors of the Company.
18. SCOPE OF OBLIGATIONS
18.1 The Corporate Services Provider, its directors, officers, employees,
agents and nominees shall not be obliged to act in any manner which
may be contrary to law.
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18.2 The Corporate Services Provider shall not be required to take any
legal action on behalf of the Company unless fully indemnified to
its satisfaction.
18.3 When deemed necessary for the proper performance of its
administrative duties, the Corporate Services Provider may, on
behalf of the Company seek legal, tax, financial, administrative or
other advice as well as employ third parties to provide services.
18.4 The Corporate Services Provider's obligations hereunder to procure
that the Company make all payments required of it shall be subject
to the availability of the Company's funds to do so and in no
circumstances shall the Corporate Services Provider be required to
make payments in connection with the Business of the Company out of
its own funds.
19. TERMINATION
19.1 The appointment of the Corporate Services Provider hereunder shall
terminate:
(a) upon the expiration of 90 days notice in writing given by the
Corporate Services Provider or by the Company and provided
that a substitute administrator acceptable to the Company and
(if applicable) the Financial Services Department of the
States of Jersey Finance & Economics Committee or the Jersey
Financial Services Commission (if require under any consent
granted pursuant to the control of Borrowing (Jersey) Order
1958 as amended) has been appointed on terms substantially the
same as those set out in the Agreement and that such
appointment will be effective not later than the date of the
termination.
(b) immediately if:
(i) an order has been made or a resolution has been passed
to put the Corporate Services Provider into liquidation
(except a voluntary liquidation for the purpose of
reconstruction or amalgamation); or
(ii) the Corporate Services Provider has broken or is in
breach of any of the Terms of this Agreement and shall
not have remedied such breach within 30 days after
services of notice requiring the same to be remedied; or
(iii) the Corporate Services Provider is declared en desastre
or has committed any act or omission indicative of
insolvency; or
(iv) the Corporate Services Provider ceases or threatens to
cease to carry on its business or a substantial part of
its business or stops payment or threatens to stop
payment of its debts.
19.2 Termination of the appointment of the Corporate Services Provider
under this Clause shall be without prejudice to the rights of any
party in respect of any
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antecedent claim against or breach of the terms of this Agreement by
the Corporate Services Provider.
20. NOTICES
Notices to be given hereunder shall be delivered by hand or mailed to the
address of the relevant party set out herein and where mailed shall be
deemed to be duly given on the third day after the day of mailing.
21. NO RESTRICTIONS
Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Corporate Services Provider or any
director, officer, employee or partner of any of its subsidiaries or its
affiliates to engage in any other business or to devote his time and
attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, nor to limit or restrict the
right of the Corporate Services Provider or any of its subsidiaries or
affiliates to engage in any other business or to render services of any
kind of any other corporation, firm, individual or association.
22. COUNTERPARTS
The Agreement may be signed in several counterparts which, taken together,
shall constitute one and the same Agreement.
23. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws
of Jersey.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed this day and year first above written.
SIGNED by )
For and on behalf of )
GRANITE FINANCE FUNDING LIMITED
SIGNED by )
for and on behalf of )
MOURANT & CO. CAPITAL (SPV) )
LIMITED
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SCHEDULE
THE CORPORATE SERVICES PROVIDER'S REMUNERATION
The Corporate Services Provider's remuneration for the provision of the Services
during the period that it acts as Corporate Services Provider of the Company on
the terms of this Agreement will be subject to review on an annual basis from
the date of the Corporate Services Provider's appointment and initially will be
as follows:
SET-UP FEES
A one off set-up fee cost of (pound)2,000.
A one off set-up fee cost of (pound)1,000 per subsequent Issuer.
DIRECTORS FEES
A fixed annual fee of (pound)2,500 per annum.
MANAGEMENT FEES
A fixed annual management fee of (pound)2,000 per annum to include provision of
registered office, company secretary, maintenance of the Company's statutory
records, dealing with filing requirements, keeping the company in good standing
and maintaining its exempt company status.
ADMINISTRATION AND PREPARATION OF ACCOUNTS
Fees calculated on a time spent basis in respect of the day to day
administration of the Company's affairs and for the preparation of Financial
Statements and the provision of accounting data to the auditors of the Company.
OTHER COSTS
Out of pocket expenses/disbursements incurred in the course of administration
(including but not limited to the prescribed filing fee in relation to the
Company's annual return and the annual exempt company charge payable by the
Company pursuant to Article 123A of the Income Tax (Jersey) Law of 1961 (as
amended)).
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CONTENTS
CLAUSE PAGE NO
1. Interpretation ........................................................... 1
2. Administrative Services .................................................. 2
3. Corporate Service Provider's Duties ...................................... 3
4. Transaction Accounts and GIC Accounts .................................... 3
5. Enforcement Notice ....................................................... 4
6. Statutory Accounts ....................................................... 4
7. Data Protection and Consumer Credit ...................................... 5
8. Designated Resources-Staff ............................................... 5
9. Designated Resources-Office Space ........................................ 6
10. Designated Resources ..................................................... 6
11. Warranties and Undertakings .............................................. 7
12. Non-Petition and Limited Recourse ........................................ 7
13. Assignment ............................................................... 8
14. Information and Data ..................................................... 8
15. Remuneration ............................................................. 8
16. Indemnity ................................................................ 8
17. Liability and Corporate Services Provider ................................ 9
18. Scope of Obligations ..................................................... 9
19. Termination ..............................................................10
20. Notices ..................................................................11
21. No Restriction ...........................................................11
22. Counterparts .............................................................11
23. Governing Law ............................................................11
24. Schedule .................................................................13
14
