Exhibit 10.6.1
Execution Version
Dated 19 January 2005
GRANITE MASTER ISSUER PLC
as Master Issuer
GRANITE FINANCE FUNDING 2 LIMITED
as Funding 2
LAW DEBENTURE CORPORATE SERVICES LIMITED
as Corporate Services Provider
NORTHERN ROCK PLC
as Originator
GRANITE FINANCE HOLDINGS LIMITED
as Holdings
GPCH LIMITED
as GPCH
- and -
THE LAW DEBENTURE INTERMEDIARY CORPORATION PLC
as Share Trustee
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CORPORATE SERVICES AGREEMENT
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SIDLEY XXXXXX XXXXX & XXXX
WOOLGATE EXCHANGE
00 XXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
REF: 30507-30040/678075
CONTENTS
1. Definitions and Interpretation...........................................1
2. Nomination of Directors..................................................2
3. Returns..................................................................3
4. Administrative Services..................................................3
5. Warranties and Undertakings..............................................4
6. Confidentiality..........................................................6
7. Remuneration.............................................................6
8. Non Petition and Limited Recourse........................................7
9. Termination..............................................................8
10. Non-Assignment..........................................................10
11. Non-exclusive...........................................................10
12. Indemnity...............................................................10
13. Governing Law and Jurisdiction, Appropriate Form........................10
14. Contracts (Rights of Third Parties) Act 1999............................11
15. Notices.................................................................11
i
THIS AGREEMENT is made on 19 January 2005
BETWEEN:
(1) GRANITE MASTER ISSUER PLC (registered number 5250668) a public limited
company incorporated under the laws of England and Wales whose
registered office is at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX as
the Master Issuer;
(2) GRANITE FINANCE FUNDING 2 LIMITED (registered number 5249387) a private
limited company incorporated under the laws of England and Wales whose
registered office is at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX in
its capacity as Funding 2;
(3) LAW DEBENTURE CORPORATE SERVICES LIMITED, (registered number 3388362)
whose registered office is at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X
0XX in its capacity as the Corporate Services Provider;
(4) NORTHERN ROCK PLC (registered number 3273685) whose registered office is
at Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX as
Northern Rock;
(5) GRANITE FINANCE HOLDINGS LIMITED (registered number 4127787) whose
registered office is at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX as
Holdings;
(6) GPCH LIMITED (registered number 4128437) whose registered office is at
Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX as GPCH and, together with
Holdings, Funding 2 and the Master Issuer, the "SPV Companies" and each
a "SPV Company"); and
(7) THE LAW DEBENTURE INTERMEDIARY CORPORATION PLC (registered number
1525148) whose registered office is at Xxxxx Xxxxx, 000 Xxxx Xxxxxx,
Xxxxxx XX0X 0XX in its capacity as Share Trustee.
WHEREAS:
The Corporate Services Provider has agreed with the other parties hereto to
provide certain corporate services as more fully described below.
IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions and Interpretation
The provisions of:
(a) the Programme Master Definitions Schedule signed for the purposes
of identification by Sidley Xxxxxx Xxxxx & Xxxx and Xxxxx & Xxxxx
LLP on 19 January 2005, and
(b) the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Xxxxxx Xxxxx & Xxxx and Xxxxx & Xxxxx LLP
on 19 January 2005,
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(as the same have been and may be amended, varied or supplemented from
time to time with the consent of the parties hereto) are expressly and
specifically incorporated into and shall apply to this Agreement. The
Issuer Master Definitions Schedule specified above shall prevail to the
extent that it conflicts with the Programme Master Definitions Schedule.
2. 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 Xxxxx XxXxxxxx Xxxxxx as its first
nominee in such capacity) and nothing herein shall require
Northern Rock to nominate the same person as director for
Funding 2 and each SPV Company; and
(ii) the 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 Corporate Services Provider from
nominating itself as a corporate director for Funding 2 and
each SPV Company or require the 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 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
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Agreement shall prejudice any right to remuneration on the part of
the 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, 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 Corporate
Services Provider as provided under paragraph (a) above.
(g) The obligations of the 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 Corporate Services 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 Corporate Services 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 Corporate Services Provider, Funding 2
or the SPV Companies.
3. Returns
Northern Rock undertakes that the person for the time being nominated by
it as Director of Funding 2 or a SPV Company pursuant to Clause 2 shall
ensure, insofar as he or she is able having regard to the duties imposed
on directors by law, that (a) all registers, filings and returns
required to be made by Funding 2 or such SPV Company are kept and made
in accordance with the relevant provisions of English law or the rules
of any relevant UK regulatory authority and (b) Funding 2 or such SPV
Company is otherwise in compliance with the Companies Xxx 0000.
4. Administrative Services
4.1 The Corporate Services Provider shall provide the following services
(the "Services"):
(a) a registered office and administrative office for Funding 2 and
each SPV Company;
(b) the services of three persons who will, if required, accept office
as directors of Funding 2 and each SPV Company;
(c) the services of a secretary to each SPV Company to perform all the
duties properly required of a secretary by the directors of
Funding 2 or such SPV Company and the Companies Xxx 0000 (the
"Law");
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(d) the arrangement of meetings of directors and shareholders of
Funding 2 and each SPV Company in the UK and the preparation of
minutes of such meetings;
(e) the arrangement of annual meetings and any other meetings of the
shareholders of Funding 2 and each SPV Company;
(f) the maintenance of the statutory books of Funding 2 and each SPV
Company and any other books and records required by law or
ordinarily required by an English company and the preparation and
issue of share certificates;
(g) the preparation and submission of any other documents required by
law to be prepared or filed by Funding 2 and each SPV Company
including all filings to be made with the Registrar of Companies;
(h) the provision of book keeping services and preparation of Funding
2's accounts and each SPV Company's accounts based upon the
ledgers and records maintained by the Issuer Cash Manager;
(i) the instruction of Funding 2's auditors and each SPV Company's
auditors to prepare the annual audited financial statements; and
(j) the execution of all such agreements, documents and undertakings
as shall be necessary in connection with the business of Funding 2
and each SPV Company if so authorised by a valid resolution of the
Board of Directors of each SPV Company;
4.2 The Corporate Service Provider's duties:
(a) The Corporate Service Provider shall at all times act in
accordance with all reasonable and proper directions, orders and
instructions given by the Board of Directors Funding 2 or The
Board of Directors of each SPV Company, as applicable.
(b) The Corporate Service Provider shall not knowingly do or knowingly
omit to do anything which would constitute a breach of any
provisions of the Memorandum and Articles of Association of
Funding 2 or each SPV Company or of any legally binding
restrictions applying Funding 2 or to each such SPV Company. This
includes but is not limited to any legally binding restrictions
applying to Funding 2 or each SPV Company as a consequence of its
being a party to the Transaction Documents.
5. Warranties and Undertakings
5.1 The Corporate Services Provider warrants to each of the parties hereto:
(a) it is duly registered as a company limited by shares under the
laws of England and Wales;
(b) it has the 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
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(c) the signing and delivery of this Agreement does not and 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:
(i) any law by which it or any of the assets is bound or
affected;
(ii) it Memorandum and Articles of Association; or
(iii) any agreement to which it is a party or by which any of its
assets are bound.
5.2 The Corporate Services Provider undertakes to:
(a) hold all of its board meetings in the UK;
(b) ensure that the directors of the Master Issuer which it nominates
are and will remain resident in the UK (for UK tax purposes);
(c) procure that all of the Master Issuer's board meetings are held in
the UK; and
(d) procure that the Master Issuer is centrally managed and controlled
in the UK (for UK tax purposes).
5.3 Funding 2 covenants with the Security Trustee that it shall not:
(a) nor shall it permit Law Debenture Trustees Limited (as nominee)
to, without the prior written consent of the Security Trustee,
sell, charge, exchange, transfer or otherwise deal in the shares
which it holds in the Master Issuer at any time prior to the date
on which all Issuer Secured Obligations have been paid in full;
(b) hold shares or possess voting power in or in relation to any
company, or possess any power to secure, by virtue of any powers
conferred by the articles of association or other document
regulating any company, control over any company, other than the
Master Issuer and any future Funding 2 Issuers; or
(c) have any employees.
5.4 Holdings covenants with the Security Trustee that it shall:
(a) procure that Funding shall remain resident in the UK for UK tax
purposes;
(b) not, without the prior written consent of the Security Trustee,
sell, charge, exchange, transfer or otherwise deal in the shares
which it holds in Funding 2 at any time prior to the date on which
all Issuer Secured Obligations and Funding 2 Secured Obligations
have been paid in full; or
(c) have any employees.
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6. Confidentiality
6.1 The Corporate Services Provider shall not, and hereby undertakes to
procure that each person nominated or deemed to be nominated by the
Corporate Services Provider as Director of Funding 2 or each SPV Company
shall not (regardless of whether or not such person shall still be in
office), at any time disclose to any person, firm or company whatsoever
(other than the Share Trustee), and shall treat as confidential, any
information relating to the business, finances or other matters of
Northern Rock, Funding 2 or any SPV Company which such Director may have
obtained as a result of (in the case of the Corporate Services Provider)
its role under this Agreement as a Director or as employer or principal
to any Director or (in the case of any Director) such Director's
position as Director of Funding 2 or each SPV Company, or otherwise have
become possessed of, and the Corporate Services Provider shall use its
best endeavours to prevent any such disclosure provided however that the
provisions of this Clause shall not apply:
(a) to the disclosure of any information already known to the
recipient;
(b) to the disclosure of any information which is or becomes public
knowledge otherwise than in breach of this Clause;
(c) to any extent that disclosure is required pursuant to any law or
order of any court or pursuant to any direction, request or
requirement (whether or not having the force of law) of any
central bank or any governmental or other regulatory or taxation
authority (including, without limitation, any official bank
examiners or regulators or the London Stock Exchange plc or any
other applicable stock exchange);
(d) to the disclosure of any information to professional advisers or
any of the Rating Agencies who receive the same under a duty of
confidentiality;
(e) to the disclosure of any information with the consent of all the
parties hereto; and
(f) to the disclosure of any information to the Note Trustee.
and the Corporate Services Provider hereby agrees to indemnify and hold
harmless Northern Rock, Funding 2 and the SPV Companies for all losses,
damages, expenses, costs, claims and charges arising from or caused by
any disclosure of information by any of the Corporate Services Provider
or any Director nominated or deemed to be nominated by it which
disclosure is made contrary to the provisions of this Clause.
6.2 The obligations of the Corporate Services Provider under this Clause 5
shall survive the termination of this Agreement.
7. Remuneration
The Corporate Services Provider shall be entitled to remuneration for
the Services provided by it under this Agreement of an amount to be
agreed between Funding 2, the SPV Companies, Northern Rock and the
Corporate Services Provider (together with Value Added Tax thereon)
which shall consist of remuneration for corporate services hereunder to
be borne by Funding 2 and the SPV Companies and payable
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quarterly on Payment Dates subject to and in accordance with the Issuer
Priority of Payments. The remuneration to the Corporate Services
Provider as set forth in this Clause shall apply only in respect of this
Agreement and the transactions contemplated by the Transaction
Documents, and the remuneration to the Corporate Services Provider in
respect of any previous or subsequent transaction between the parties
shall be as agreed in connection with such transaction.
8. Non Petition and Limited Recourse
8.1 Each of the parties hereto hereby agrees that it shall not institute
against Funding 2 or any of the SPV Companies any winding-up,
administration, insolvency or similar proceedings in any jurisdiction
for so long as any sum is outstanding under the Notes of the Master
Issuer or any Funding Issuer or for two years plus one day since the
last day on which any such sum was outstanding.
8.2 Each of the parties hereto agrees that notwithstanding any other
provision of this Agreement or any other Transaction Document:
(a) in relation to GPCH and/or Holdings, any amount payable by GPCH or
Holdings to any other party to this Agreement under this Agreement
shall only be payable to the extent that GPCH or, as the case may
be, Holdings has sufficient funds to pay such amount on such date;
and
(b) in relation to the Master Issuer:
(i) only the Issuer Security Trustee may enforce the security
created in favour of the Issuer Security Trustee under the
Issuer Deed of Charge in accordance with the provisions
thereof;
(ii) no sum due or owing to any party to this Agreement from or
by the Master Issuer under this Agreement shall be payable
by the Master Issuer except to the extent that the Master
Issuer has sufficient funds available or (following
enforcement of the Issuer Security) the Note Trustee has
realised sufficient funds from the Issuer Security to pay
such sum subject to and in accordance with the relevant
Issuer Priority of Payments and provided that all
liabilities of the Master Issuer required to be paid in
priority thereto or pari passu therewith pursuant to such
Issuer Priority of Payments have been paid, discharged
and/or otherwise provided for in full; and
(iii) it shall not take any steps for the purpose of recovering
any amount payable by the Master Issuer or enforcing any
rights arising out of this Agreement against the Master
Issuer otherwise than in accordance with the Issuer Deed of
Charge; and
(c) in relation to Funding 2:
(i) only the Funding 2 Security Trustee may enforce the security
created in favour of the Funding 2 Security Trustee under
the Funding 2 Deed of Charge in accordance with the
provisions thereof;
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(ii) no sum due or owing to any party to this Agreement from or
by Funding 2 under this Agreement shall be payable by
Funding 2 except to the extent that Funding 2 has sufficient
funds available or (following enforcement of the Funding 2
Security) the Funding 2 Security Trustee has realised
sufficient funds from the Funding 2 Security to pay such sum
subject to and in accordance with the relevant Funding 2
Priority of Payments and provided that all liabilities of
Funding 2 required to be paid in priority thereto or pari
passu therewith pursuant to such Funding 2 Priority of
Payments have been paid, discharged and/or otherwise
provided for in full; and
(iii) it shall not take any steps for the purpose of recovering
any amount payable by Funding 2 or enforcing any rights
arising out of this Agreement against the Funding 2
otherwise than in accordance with the Funding 2 Deed of
Charge.
8.3 The provisions of Clause 6 of the Issuer Deed of Charge and the Funding
2 Deed of Charge shall prevail in the event that and to the extent that
they conflict with the provisions of this Clause 8.
9. Termination
9.1 The appointment of the Corporate Services Provider hereunder in relation
to Funding 2 and each SPV Company shall terminate:
(a) upon the expiration of 90 days notice in writing given by the
Corporate Services Provider, Funding 2 or by the relevant SPV
Company and provided that a substitute corporate services provider
acceptable to Funding 2 or the relevant SPV Company (as
applicable) and Northern Rock has been appointed in relation to
Funding 2 or the relevant SPV Company 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, otherwise than for the
purposes of such amalgamation or reconstructon as referred
to in paragraph (ii) above, 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
or is unable to pay its debts within the meaning of sections
123(1) or 123(2) of the Insolvency Xxx 0000, or becomes
8
subject to insolvency or similar proceedings issued in a
jurisdiction other than England and Wales or otherwise
becomes insolvent.
(c) immediately, upon notice from the Master Issuer if:
(i) proceedings are initiated against the Corporate Services
Provider under any applicable liquidation, insolvency,
bankruptcy, composition, reorganisation (other than a
reorganisation where the Corporate Services Provider is
solvent) or other similar laws (including, but not limited
to, any application or pending application to court for an
administration order or any actual or proposed appointment
of an administrator by the holder of a qualifying floating
charge (as defined in Schedule B1 to the Insolvency Act
1986) or by the Corporate Services Provider or its directors
in relation to the Corporate Services Provider) and such
proceedings are not, in the reasonable opinion of the Master
Issuer, being disputed in good faith with a reasonable
prospect of success; or
(ii) an administration order is granted or an administrative
receiver is or other receiver, or other similar official is
appointed in relation to the whole or any substantial part
of the undertaking or assets of the Corporate Services
Provider; or
(iii) an encumbrancer takes possession of the whole or any
substantial part of the undertaking or assets of the
Corporate Services Provider; or
(iv) a distress, execution or diligence or other process is
levied or enforced upon or sued out against the whole or any
substantial part of the undertaking or assets of the
Corporate Services Provider and such possession or process
(as the case may be) is not discharged or otherwise ceases
to apply within 30 days of its commencement; or
(v) the Corporate Services Provider initiates or consents to
judicial proceedings relating to itself under applicable
liquidation, insolvency, bankruptcy, composition,
reorganisation or other similar laws or makes a conveyance
or assignment for the benefit of its creditors generally.
9.2 This agreement shall terminate automatically on the date falling 90 days
after the later of the date on which the Mortgages Trust Deed terminates
or the date on which all of the Issuer Secured Obligations have been
discharged in full.
9.3 Termination of the appointment of the Corporate Services Provider under
this Clause 9 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.
9.4 After termination of this Agreement, the Corporate Services Provider
shall within 5 Business Days of a request therefore deliver up to the
Master Issuer all the books and records of the Master Issuer in its
possession provided that where any such books and records are kept in
the memory unit of a computer, the Corporate Services Provider's
obligations under this Clause shall be satisfied by the delivery of such
information on
9
discs or other appropriate magnetic material or electronic storage media
together with written information as to the form in which such discs or
other storage media have been prepared in sufficient detail to permit a
conversion programme to be prepared and provided further that the
Corporate Services Provider shall have a lien against and shall not be
required to make delivery of such books and records until payment has
been made to the Corporate Services Provider for all remuneration and
expenses due to it hereunder (including costs associated with the
delivery of such books and records as aforesaid).
10. Non-Assignment
The rights and obligations of the parties hereto are personal and, save
in the case of the Master Issuer in accordance with the Issuer Deed of
Charge, and Funding 2 in accordance with the Funding 2 Deed of Charge,
shall not be capable of assignment.
11. Non-exclusive
The Corporate Services Provider and the Directors shall be at liberty to
provide services of a like nature to any other persons it may think fit
whether for its own account or that of any other person.
Neither the Corporate Services Provider nor any other person affiliated
with the Corporate Services Provider shall in consequence of the
appointment of the Corporate Services Provider hereunder or in
consequence of any transaction entered into by Funding 2 or any SPV
Company with the Corporate Services Provider be liable to account to
Funding 2 or the SPV Companies for any profits (whether disclosed or
not) accruing to the Corporate Services Provider from or by virtue of
any such transaction.
The Corporate Services Provider shall be entitled to charge and receive
remuneration in accordance with its usual charging policies for any
legal advice initiated by and rendered to Funding 2 or any SPV Company,
subject, in the case of Funding 2 or any SPV Company, to the limited
recourse provisions set out in Clause 8.
12. Indemnity
Northern Rock undertakes to indemnify and hold harmless the Corporate
Services Provider, the Directors and the Share Trustee against all
actions, proceedings, accounts, claims or demands and any costs and
expenses incurred in connection therewith which may be brought or made
or threatened to be brought or made against either the Corporate
Services Provider, the Directors or the Share Trustee in connection with
the affairs of Funding 2 or any SPV Company unless any such liability
shall have arisen solely due to the fraud, wilful misconduct or gross
negligence of the Corporate Services Provider, the Directors or the
Share Trustee. This indemnity shall continue in force notwithstanding
the termination of this Agreement.
13. Governing Law and Jurisdiction, Appropriate Form
13.1 This Agreement is governed by, and shall be construed in accordance
with, the laws of England and Wales.
13.2 Each of the parties hereto irrevocably agrees that the courts of England
shall have
10
jurisdiction to hear and determine any suit, action or proceeding, and
to settle any disputes, which may arise out of or in connection with
this Agreement and, for such purposes, irrevocably submits to the
jurisdiction of such courts.
13.3 Each of the parties hereto irrevocably waives any objection which it
might now or hereafter have to the courts of England being nominated as
the forum to hear and determine any proceedings and to settle any
disputes, and agrees not to claim that any such court is not a
convenient or appropriate forum.
14. Contracts (Rights of Third Parties) Xxx 0000
A person who is not a party to this Agreement may not enforce any of its
terms under the Contracts (Rights of Third Parties) Xxx 0000, but this
shall not affect any right or remedy of a third party which exists or is
available apart from that Act.
15. Notices
Any notices to be given and any correspondence or communication to be
delivered or forwarded pursuant to this Agreement shall be sufficiently
served, delivered or forwarded if sent by prepaid airmail or by
facsimile transmission and shall be deemed to be given (in the case of
facsimile transmission at 10.00am on the next business day in the place
of receipt following despatch) or (in the case of the post) three (3)
days after the despatch thereof and shall be sent:
(a) in the case of the Corporate Services Provider, to its office
specified against its name at the commencement of this Agreement,
fax number 000 0000 0000, marked for the attention of Xxxxxx
Xxxxx;
(b) in the case of Funding 2, to Granite Finance Funding 2 Limited at
Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX (facsimile number
020 7606 0643) for the attention of the Company Secretary (with a
copy to Northern Rock in accordance with (c) below);
(c) in the case of each SPV Company, to its office specified against
its name at the commencement of this Agreement fax number 000 0000
0643, marked for the attention of Xxxxxx Xxxxx with a copy to
Northern Rock to its office specified against its name at the
commencement of this Agreement, fax number 0000 000 0000, marked
for the attention of Xxxxx Xxxxxx; and
(d) in the case of the Share Trustee, to its office specified against
its name at the commencement of this Agreement fax number 000 0000
0643, marked for the attention of Xxxxxx Xxxxx.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the date
first above written:
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EXECUTION PAGE
as Master Issuer
EXECUTED for and on behalf of )
GRANITE MASTER ISSUER PLC )
acting by a director )
-------------------------
Name:
as Funding 2
EXECUTED for and on behalf of )
GRANITE FINANCE FUNDING 2 LIMITED )
by )
-------------------------
Name:
as Corporate Services Provider
EXECUTED for and on behalf of )
LAW DEBENTURE CORPORATE )
SERVICES LIMITED )
by )
-------------------------
Name:
as Originator
EXECUTED for and on behalf of )
NORTHERN ROCK PLC )
by )
-------------------------
Name:
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as Holdings
EXECUTED for and on behalf of )
GRANITE FINANCE HOLDINGS LIMITED )
by )
-------------------------
Name:
as GPCH
EXECUTED for and on behalf of )
GPCH LIMITED )
by )
-------------------------
Name:
as Share Trustee
EXECUTED for and on behalf of )
THE LAW DEBENTURE CORPORATION PLC )
by )
-------------------------
Name:
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