Dated 26 March 2001
GRANITE FINANCE TRUSTEES LIMITED
AND
MOURANT & CO. LIMITED
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CORPORATE SERVICES PROVIDER AGREEMENT
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THIS AGREEMENT is made the 26 day of March 2001.
BETWEEN
(1) GRANITE FINANCE TRUSTEES LIMITED, a company incorporated under the laws of
Jersey, registered number 79309, whose registered office is at 00
Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands (COMPANY);
and
(2) MOURANT & CO. LIMITED, a company incorporated under the laws of Jersey,
registered number 36615, whose registered office is at 00 Xxxxxxxxx
Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands (CORPORATE SERVICES
PROVIDER).
WHEREAS
(A) The Company has executed a Mortgages Trust Deed dated 26 March 2001
between itself as Trustee, Northern Rock plc as Seller and Beneficiary
(SELLER), Granite Finance Funding Limited as Beneficiary (FUNDING)
(MORTGAGES TRUST DEED), whereby it 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 Funding in accordance with the terms of the Mortgages
Trust Deed.
(B) 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 service 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 & 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
Agreement and, accordingly, the expressions defined in 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 Jersey:
2.1 a registered office and administrative office for the Company;
2.2 the services of four individuals who will accept 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 on the Island of Jersey 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 ordinary 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 a preparation and submission of any other documents required by law
to be prepared or filed by the Company;
2.9 the provision of bookkeeping services and preparation 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 a 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 times (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 ACCOUNT AND GIC ACCOUNTS
4.1 The Company confirms that the Mortgages Trustee Transaction Account
and Mortgages Trustee GIC Account have been established and that a
mandates in accordance with the Bank Account Agreement will be
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 is overdrawn.
4.2 The Company will operate the Mortgages Trustee Transaction Account
and the Mortgage Trustees GIC Account in accordance with the terms
of the Cash Management Agreement and the Bank Agreement. 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 Services 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 of 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 Services Provider shall cause such accounts to be audited
by the Auditors and 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 the 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 Auditor's report.
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 and applied for the Data Protection (Jersey) Law 1987 in
Jersey. 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 Services Provider shall procure that from the Initial
Closing Date until the Final Redemption (the CSP STAFF PERIOD),
three of its full time employees (the DESIGNATED CSP STAFF, each
employee being a DESIGNATED CSP STAFF MEMBER) are available on a
non-exclusive and part time basis to the Company.
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.
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 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 and 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 if the Company and has been duly
authorised in that 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 need in supplement to, or
substitution of the Designated CSP Staff.
9. DESIGNATED RESOURCES--OFFICE SPACE
9.1 The Corporate Services Provider agrees to designate a specific area
(the DESIGNATED OFFICE SPACE) within the premises of the Corporate
Services Provider 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 the
Corporate Services Provider to provide the Services.
9.3 The Corporate Services Provider may provide services to other
companies managed and administered by the Corporate Services
Provider from the Designated Office Space.
9.4 The Corporate Services Provider 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 the Corporate
Services Provider.
10. DESIGNATED RESOURCES
10.1 The Corporate Services Provider further agrees that dedicated
communication facilities may be provided 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.
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, 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
Jersey 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 delivery 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 or 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
The Corporate Services Provider agrees that it will not initiate or join
any person in initiating an Insolvency Event in relation to the Company.
In relation to the Company, any amount payable under this Agreement by
the Company to any other party to this Agreement, not being an amount
payable out of the Trust Property in accordance with the terms of the
Mortgages Trust Deed, shall only be payable to the extent that, on that
date, the Company has sufficient funds to pay such amount out of the fees
paid to it under the Mortgages Trust Deed.
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 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 services 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 this
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, 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 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 consequences 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
on 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.
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 and Economics Committee (if required
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 this
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
service 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 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 to any other corporation, firm, individual or association.
22. COUNTERPARTS
This 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.
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 ) /s/ signature
GRANITE FINANCE TRUSTEES LIMITED )
SIGNED by )
For and on behalf of ) /s/ signature
MOURANT & CO. LIMITED )
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 Administration 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)2000.
DIRECTORS FEES
A fixed annual fee of (pound)2,500 per annum.
MANAGEMENT FEES
A fixed annual management fee of (pound)2500 per annum to include provisions 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 administration of
the Company 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 1961 (as
amended)).
