Ex.3.1.2
Company No.: 5249387
The Companies Act 1985
(as amended)
A PRIVATE COMPANY LIMITED BY SHARES
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MEMORANDUM AND ARTICLES OF ASSOCIATION
of
GRANITE FINANCE FUNDING 2 LIMITED
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Incorporated on 4 October 2004
SIDLEY AUSTIN BROWN & WOOD
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
REF: DS/30507-30030/675511
The Companies Act 1985 (as amended)
Company Limited by Shares
Memorandum of Association
of
Granite Finance Funding 2 Limited
1. The name of the Company is "Granite Finance Funding 2 Limited".
2. The Company is to be a private company limited by shares.
3. The registered office of the Company will be situate in England.
4. The objects for which the Company is established are:
4.1 To carry on business as a general commercial company and to carry on
any trade or business whatsoever.
4.2 To carry on any business, undertaking, transaction or operation
commonly carried on or undertaken by manufacturers, merchants and
dealers (both wholesale and retail) in all or any articles of
commercial and personal use and consumption, importers, exporters,
shipowners, bankers, factors, capitalists, promoters, financiers,
real property dealers and investors, concessionaires, brokers,
contractors, mercantile and general agents, advertising agents,
publishers, carriers and transporters of all kinds and to carry on
all or any of the said businesses either together as one business or
as separate distinct businesses in any part of the world.
4.3 To acquire and assume for any estate or interest and to take options
over, construct, develop or exploit any property, real or personal,
and rights of any kind and the whole or any part of the undertaking,
assets and liabilities of any person and to act and carry on
business as a holding company.
4.4 To manufacture, process, import, export, deal in and store any goods
and other things and to carry on the business of manufacturers,
processers, importers, exporters and storers of and dealers in any
goods and other things.
4.5 To acquire and exploit lands, mines and mineral rights and to
acquire, explore for and exploit any natural resources and to carry
on any business involving the ownership or possession of land or
other immovable property or buildings or structures thereon and to
construct, erect, install, enlarge, alter and maintain buildings,
plant and machinery and to carry on business as builders,
contractors and engineers.
4.6 To provide services of all descriptions and to carry on business as
advisers, consultants, brokers, trustees and agents of any kind.
4.7 To advertise, market and sell the products of the Company and of any
other person and to carry on the business of advertisers or
advertising agents or of a marketing and selling organisation or of
a supplier, wholesaler, retailer, merchant or dealer of any kind.
1 Granite Finance Funding 2 Limited
4.8 To provide technical, cultural, artistic, educational, entertainment
or business material, facilities or services and to carry on any
business involving any such provision.
4.9 To lend money, and grant or provide credit and financial
accommodation, secured or unsecured, to any person and to deposit
money with any person and to carry on the business of a banking,
finance or insurance company.
4.10 To invest money of the Company in any investments and to hold, sell
or otherwise deal with such investments, and to carry on the
business of a property or investment company.
4.11 To acquire and carry on any business carried on by a subsidiary or a
holding company of the Company or another subsidiary of a holding
company of the Company.
4.12 To enter into any arrangements with any government or authority or
person and to obtain from any such government or authority or person
any legislation, orders, rights, privileges, franchises and
concessions and to carry out exercise and comply with the same.
4.13 To borrow and raise money and secure the payment of money and accept
money on deposit and to secure or discharge any debt or obligation
in any manner and in particular (without prejudice to the generality
of the foregoing) by mortgages of or charges upon all or any part of
the undertaking, property and assets (present and future) and
uncalled capital of the Company or by the creation and issue of
securities, particularly for the performance of the Company's
obligations or the payment of money.
4.14 To enter into any guarantee, contract of indemnity or suretyship and
in particular (without prejudice to the generality of the foregoing)
to guarantee, support or secure, with or without consideration,
whether by personal obligation or by mortgaging or charging all or
any part of the undertaking, property and assets (present and
future) and uncalled capital of the Company or by both such methods
or in any other manner, the performance of any obligations or
commitments of, and the repayment or payment of the principal
amounts of and any premiums, interest, dividends and other moneys
payable on or in respect of any securities or liabilities of, any
person, including (without prejudice to the generality of the
foregoing) any company which is for the time being a subsidiary or a
holding company of the Company or another subsidiary of a holding
company of the Company or otherwise associated with the Company.
4.15 To amalgamate or enter into partnership or any profit-sharing
arrangement with, and co-operate or participate in any way with or
to take over or assume any obligation of, or to assist or subsidise
any person.
4.16 To accept, draw, make, create, issue, execute, discount, endorse,
negotiate and deal in bills of exchange, promissory notes, and other
instruments and securities, whether negotiable or otherwise.
4.17 To apply for and take out, purchase or otherwise acquire any trade
and service marks and names, designs, patents, patent rights,
inventions and secret processes and to carry on the business of an
inventor, designer or research organisation.
2 Granite Finance Funding 2 Limited
4.18 To sell, exchange, mortgage, charge, let, grant licences, easements,
options, servitudes and other rights over, and in any other manner
deal with or dispose of, all or any part of the undertaking,
property and assets (present and future) of the Company for any or
no consideration and in particular (without prejudice to the
generality of the foregoing) for any securities or for a share of
profit or a royalty or other periodical or deferred payment.
4.19 To adopt any means of publicising and making known the businesses,
services and products of the Company as the directors think fit,
including, without limitation, advertisement, publication and
distribution of notices, circulars books and periodicals.
4.20 To issue and allot securities of the Company for cash or in payment
or part payment for any real or personal property, purchased or
otherwise acquired by the Company or any services rendered to the
Company or as security for any obligation or amount (even if less
than the nominal amount of such securities) or for any other
purpose.
4.21 To give any remuneration or other compensation or reward for
services rendered or to be rendered in placing or procuring
subscriptions of, or otherwise assisting in the issue of any
securities of the Company or in or about the formation of the
Company or the conduct or course of its business, and to establish
or promote, or concur or participate in establishing or promoting,
any company, fund or trust and to subscribe for, underwrite,
purchase or otherwise acquire securities of any company, fund or
trust and to carry on the business of company, fund, trust or
business promoters or managers and of underwriters or dealers in
securities, and to act as director of and as secretary, manager,
registrar or transfer agent for any other company and to act as
trustee of any kind and to undertake and execute any trust and any
trust business (including the business of acting as trustee under
wills and settlements and as executor and administrator).
4.22 To pay all the costs, charges and expenses preliminary or incidental
to the promotion, formation, establishment and incorporation of the
Company, and to procure the registration or incorporation of the
Company in or under the laws of any place outside England.
4.23 To apply for, promote and obtain any order, regulation or licence of
any government department or authority (including, without
limitation, the Data Protection Commissioner and the Department of
Trade and Industry) to enable the Company to carry any of its
objects into effect, to effect any modification of the Company's
constitution and for any other purpose which the directors think
fit, and to oppose any proceeding or application which may in the
opinion of the directors directly or indirectly prejudice the
Company's interests.
4.24 To establish, grant and take up agencies, and do all other things
the directors may deem conducive to the carrying on of the Company's
business as principal or agent, and to remunerate any person in
connection with the establishment or granting of an agency on the
terms and conditions the directors think fit.
4.25 To grant or procure the grant of donations, gratuities, pensions,
annuities, allowances, or other benefits, including benefits on
death to any directors, officers or employees or former directors,
officers or employees of the Company or any company which at any
time is or was a subsidiary or a holding company of the Company or
another subsidiary of a holding company of the Company or otherwise
associated with the Company or of any predecessor in business of any
of them, and to the relations, connections or dependants of any such
persons, and to other persons
3 Granite Finance Funding 2 Limited
whose service or services have directly or indirectly been of
benefit to the Company or whom the Board of Directors of the Company
considers have any moral claim on the Company or to their relations,
connections or dependants, and to establish or support any funds,
trusts, insurances or schemes or any associations, institutions,
clubs, schools, building and housing schemes, funds and trusts, and
to make payments towards insurances or other arrangements likely to
benefit any such persons or otherwise advance the interests of the
Company or of its Members, and to subscribe, guarantee or pay money
for any purpose likely, directly or indirectly, to further the
interests of the Company or of its Members or for any, national,
charitable, benevolent, educational, social, public, general or
useful object.
4.26 To cease carrying on or wind up any business or activity of the
Company, and to cancel any registration of and to wind up or procure
the dissolution of the Company in any state or territory.
4.27 To distribute any of the property of the Company among its creditors
and Members in specie or kind.
4.28 To do all or any of the things or matters aforesaid in any part of
the world and either as principals, agents, contractors, trustees or
otherwise and by or through trustees, agents or otherwise and either
alone or in conjunction with others.
4.29 To carry on any other business or activity and do anything of any
nature which in the opinion of the Board of Directors of the Company
is or may be capable of being conveniently carried on or done in
connection with the above, or likely directly or indirectly to
enhance the value of or render more profitable all or any part of
the Company's undertaking property or assets or otherwise to advance
the interests of the Company or of its Members.
4.30 To do all such other things as in the opinion of the Board of
Directors of the Company are or may be incidental or conducive to
the attainment of the above objects or any of them.
And it is hereby declared that "company" in this clause, except where
used in reference to this Company, shall include any partnership or other
body of persons, whether incorporated or not incorporated, and whether
formed, incorporated, domiciled or resident in the United Kingdom or
elsewhere, "person" shall include any company as well as any other legal
or natural person, "securities" shall include any fully, partly or nil
paid or no par value share, stock, unit, debenture, debenture or loan
stock, deposit receipt, bill, note, warrant, coupon, right to subscribe
or convert, or similar right or obligation, "and" and "or" shall mean
"and/or" where the context so permits, "other" and "otherwise" shall not
be construed ejusdem generis where a wider construction is possible, and
the objects specified in the different paragraphs of this clause shall
not, except where the context expressly so requires, be in any way
limited or restricted by reference to or inference from the terms of any
other paragraph or the name of the Company or the nature of any business
carried on by the Company, but may be carried out in as full and ample a
manner and shall be construed in as wide a sense as if each of the said
paragraphs defined the objects of a separate, distinct and independent
company.
5. The liability of the Members is limited.
4 Granite Finance Funding 2 Limited
6. The Company's share capital is (GBP)50,000 divided into 50,000 shares
of (GBP)1.00 each.(1)
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(1) The Company's authorised share capital was (GBP)1000 on incorporation.
By written resolution passed on 20 October 2004 the authorised share
capital was increased from (GBP)1,000 to (pound)50,000 by the creation of
an additional 49,000 ordinary shares of (GBP)1.00 each.
5 Granite Finance Funding 2 Limited
We, the subscriber to this memorandum of association, wish to be
formed into a company pursuant to this memorandum of association;
and we agree to take the number of shares set out below.
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Names and Addresses of Subscriber Number of Shares
taken by the Subscriber
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Granite Finance Holdings Limited Signed for and on behalf of 1
Fifth Floor Granite Finance Holdings Limited by:
100 Wood Street
London EC2V 5HA
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Name:
Title:
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Name:
Title:
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Total shares taken 1
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Dated 4 October 2004
Witness to the above signatures:
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Witness
Name:
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Occupation:
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Address: Law Debenture Trust Corporation
p.l.c.
Fifth Floor
100 Wood Street
London EC2V 7EX
6 Granite Finance Funding 2 Limited
Articles of Association
of
Granite Finance Funding 2 Limited
1. ADOPTION OF TABLE A AND DEFINITIONS
In these articles:
1.1 In these Articles the "Act" means the Companies Acts 1985 and 1989 (as at
the date of the adoption of this Article);
1.2 "Statutes" means the Act and every other statute, statutory instrument,
regulation or order for the time being in force concerning companies
registered under the Act; and
1.3 "Table A" means Table A scheduled to the Companies (Tables A to F)
Regulations 1985 as amended prior to the date of incorporation of the
company. The regulations contained in Table A shall, except where they
are excluded or modified by these articles, apply to the company and,
together with these articles, shall constitute the articles of the
company. No other regulations set out in any statute concerning
companies, or in any statutory instrument or other subordinate
legislation made under any statute, shall apply as the regulations or
articles of the company.
2. INTERPRETATION
Words and expressions which bear particular meanings in Table A shall
bear the same meanings in these articles. References in these articles to
"writing" include references to any method of representing or reproducing
words in a legible and non-transitory form. Headings are for convenience
only and shall not affect construction. If, and for so long as, the
company has only one member, these articles shall (in the absence of any
express provision to the contrary) apply with such modification as may be
necessary in relation to such a company.
3. SHARE CAPITAL
3.1 Directors' authorities to allot
The Directors are generally and unconditionally authorised during the
period of five years from the date of adoption of these Articles to
offer, allot, grant options over or otherwise dispose of relevant
securities as defined in Section 80(2) of the Act) of the Company up to
the maximum nominal amount of the authorised but unissued share capital
of the Company at the date of these Articles to such persons at such
times and on such terms and conditions as they think fit and to make any
offer or agreement of the kind referred to in Section 80(7) of the Act.
Section 89(1) of the Act shall not apply to the Company.
3.2 Power to redeem and repurchase shares
Subject to and in accordance with the provisions of the Act and otherwise
on such terms as the Company may by special resolution determine:
(a) any share in the capital of the Company may be issued on terms that
it is to be, or at the option of the Company or the holder thereof is
liable to be redeemed;
(b) the Company may purchase any of its own shares (including any
redeemable shares); and
7 Granite Finance Funding 2 Limited
(c) the Company may make a payment in respect of the redemption or
purchase of any of its own shares otherwise than out of distributable
profits of the Company or the proceeds of a fresh issue of shares;
and the Directors shall be empowered respectively to redeem or purchase
any such shares on such terms as the Company may by special resolution
determine.
3.3 Lien
The Company shall have a first and paramount lien on every share (whether
or not it is a fully paid share) for all moneys (whether presently
payable or not) called or payable at a fixed time in respect of that
share and the Company shall also have a first and paramount lien on all
shares (whether or not they are fully paid shares) standing registered in
the name of any person indebted or under liability to the Company for all
moneys presently payable by him or his estate to the Company, whether he
shall be the sole registered holder thereof or shall be one of two or
more joint holders; but the Directors may at any time declare any share
to be wholly or in part exempt from the provisions of this Article. The
Company's lien, if any, on a share shall extend to all dividends payable
thereon, Regulation 8 of Table A shall not apply to the Company.
3.4 Execution of Transfer
No instrument of transfer of a share agreed to be taken by a subscriber
to the memorandum of association of the Company need be executed by or on
behalf of the transferee and Regulation 23 of Table A shall be modified
accordingly.
3.5 Directors' power to refuse transfer
The Directors may in their absolute discretion and without assigning any
reason therefor. decline to register any transfer of any share. whether
or not it is a fully paid share and Regulation 24 of Table A shall be
modified accordingly.
4. GENERAL MEETINGS
4.1 Meetings on members' requisition
The following words shall be substituted for Regulation 37 of Table A:
"The directors may call general meetings and, on the requisition of (a)
members pursuant to the provisions of the Act, or (b) of any one or more
members holding at the date of deposit of the requisition not less than
one tenth of such of the paid up share capital of the Company as at that
date carries the right to vote at general meetings of the Company shall
forthwith proceed to convene an extraordinary general meeting for a date
not later than 6 weeks after receipt of the requisition. If there are not
within the United Kingdom sufficient directors to call a general meeting
or if the directors do not within 21 days from the date of the deposit of
the requisition proceed duly to convene a meeting, any director or any
such member of the Company may call a general meeting."
4.2 Quorum
If, and for so long as, the Company has only one member, that member or
the proxy for that member, or where that member is a corporation, its
duly authorised representative, shall be a quorum at any general meeting
of the Company or of the holders of any class of shares of the Company
Regulation 40 of Table A shall be modified accordingly.
At the end of the first sentence of Regulation 40 of Table A the
following words shall be added "at the time when the meeting proceeds to
business".
8 Granite Finance Funding 2 Limited
Regulation 41 of Table A shall be amended by adding at the end the words.
"and if at the adjourned meeting a quorum is not present within fifteen
minutes from the time appointed for the meeting, the Member or Members
present if he or they together hold(s) a majority in nominal value of
such part of the issued share capital of the Company as confers the right
to attend and vote at General Meetings of the Company, shall be a
quorum."
4.3 Proxies voting
Regulation 54 of Table A shall be amended by the addition of the words
"or by proxy" after the words "in person".
5. DIRECTORS
5.1 Number of Directors
Unless and until the Company in General Meeting shall otherwise
determine, the number of' Directors shall be not less than one.
Regulation 64 of Table A shall not apply to the Company. If and so long
as there is one Director, such Director may act alone in exercising all
the powers and authorities vested in the Directors and Regulations 89 and
90 of Table A shall be modified according.
5.2 Sanction under section 719 of the Act
The Directors are authorised to sanction the exercise of the power
conferred on the Company by Section 719(1) of the Act and to exercise
that power.
5.3 Alternate Directors
The words "approved by resolution of the directors and" shall be deleted
from Regulation 65 of Table A.
5.4 Members' directions to Directors by ordinary resolution
In Regulation 70 of Table A the words "ordinary resolution" shall be
substituted for the words "special resolution".
5.5 Delegation of powers
The words "or such person or persons as the Directors may think fit"
shall be added at the end of the first sentence of Regulation 72 of
Table.
5.6 Appointment and removal of Directors
At any time and from time to time the holder or holders of a majority in
nominal value of such part of the issued share capital of the Company as
confers the right for the time being to attend and vote at General
Meetings of the Company may by memorandum in writing signed by or on
behalf of him or them and left at or sent to the registered office of the
Company appoint any person to be a Director or remove a Director from
office.
5.7 Casual vacancies
The Directors shall have power at any time and from time to time to
appoint any person to be a Director either to fill a casual vacancy or as
an addition to the existing Directors provided that the appointment does
not cause the number of directors to exceed any number fixed by or in
accordance with the Articles as the maximum number of directors. Any
Director so appointed shall (subject to the other provisions of these
Articles) hold office until he is removed pursuant to this Article.
9 Granite Finance Funding 2 Limited
5.8 Directors not subject to retirement b rotation
Regulations 73 to 80 (inclusive and the last sentence of Regulation 84 of
Table A shall not apply to the Company.
5.9 No age limit for Directors
No Director shall vacate or be required to vacate his office as a
Director on or by reason of his attaining or having attained the age of
70 or any other age and any Director or any person may be re-appointed or
appointed, as the case may be, as a Director notwithstanding that he had
then attained the age of 70, and no special notice need be given of any
resolution for the re-appointment or appointment or approval of the
appointment of a Director at any age and it shall not be necessary to
give the Members of the Company notice of the age of any Director or
person proposed to be so re-appointed or appointed. Sub-sections (1) to
(6) inclusive of Section 293 of the Act shall not apply to the Company.
5.10 Compulsory vacation of office
Regulation 81 of Table A shall be amended as follows:
(a) the words "he is, or may be, in the opinion of the other Directors, of
unsound mind or suffering from mental disorder" shall be substituted for
paragraph (c); and
(b) the whole of paragraph (e) shall be deleted.
6. EXECUTIVE DIRECTORS
The Directors may from time to time appoint one or more of their body to
executive office (including but without limitation that of Managing
Director, Manager or any other salaried office) for such period and on
such terms as they shall think fit, and subject to the terms of any
agreement entered into in any particular case, may revoke such
appointment. The appointment of a Director so appointed shall (subject to
the terms of any such agreement as aforesaid) be automatically determined
ipso facto if he cease from any cause to be a Director. A Managing
Director, Manager or other executive officer as aforesaid shall receive
such remuneration (by way of salary, commission, participation in profits
or otherwise howsoever) as the Directors may determine. Regulation 84 of
Table A shall not apply to the Company.
7. GRATUITIES AND PENSIONS
The Directors may provide benefits whether by payment of gratuities or
pensions or by insurance or otherwise, to, or to any person in respect
of, any Director or employee or former Director or employee who may hold
or may have held any executive or other office or employment under the
Company or any body corporate which is or has been a subsidiary or
holding company of the Company or any other subsidiary of a holding
company of the Company or a predecessor in business of' the Company or of
any such other company and for the purpose of providing any such benefits
may contribute to any scheme or fund and may make payments towards
insurances or trusts for the purchase or provision of any such benefit in
respect of such persons. Regulation 87 of Table A shall not apply to the
Company.
8. PROCEEDINGS OF DIRECTORS
8.1 Notices to Directors
Any Director for the time being absent from the United Kingdom may supply
to the Company an address and/or facsimile transmission number whether or
not within the United Kingdom to which notices of meetings of the
Directors may be sent and shall then be
10 Granite Finance Funding 2 Limited
entitled to receive at such address or number notice of such meetings.
Regulation 88 of Table A shall be modified accordingly.
8.2 Telephone meetings
A meeting of the Directors may be validly held notwithstanding that all
of the Directors are not present at the same place and at the same time
provided that:
(a) a quorum of the Directors at the time of the meeting are in direct
communication with each other whether by way of telephone or
audio-visual link; and
(b) a quorum of the Directors entitled to attend a meeting of the
Directors agree to the holding of the meeting in the manner
described herein.
9. DIRECTORS' INTERESTS
A Director may vote in regard to any contract or arrangement in which he
is interested or upon any matter arising thereout and if he shall so vote
his vote shall be counted and he shall be reckoned in ascertaining
whether there is present a quorum at any meeting at which any such
contract or arrangement is considered. A Director may act by himself or
his firm in any professional capacity for the Company and he or his firm
may be entitled to remuneration for professional services as if he were
not a Director: provided that nothing herein contained shall authorise a
Director or his firm to act as auditor to the Company Regulations 94 to
98 (inclusive) of Table A shall not apply to the Company.
10. SEAL
10.1 Official Seal
The Company may have for use in any territory, district or place
elsewhere than in the United Kingdom an official seal which shall in all
respects comply with the requirements of Section 39(1) of the Act.
References in these Articles and Table A to the seal of the Company shall
include references to such official seal and any official seal adopted by
the Company under Section 40 of the Act.
10.2 Execution of deeds
At the end of Regulation 101 of Table A shall be added the words:
"(a) Any instrument signed by one Director and the Secretary or by two
Directors and expressed to be executed by the Company shall have the
same effect as if executed under the Seal.
(b) No instrument shall be signed pursuant to Regulation 101(a) which
makes it clear on its face that it is intended by the person or
persons making it to have effect as a deed without the authority of
the Directors or of a committee authorised by the Directors in that
behalf."
11. NOTICES
11.1 Manner of giving notice of general meetings
Notice of every General Meeting of the Company shall be given by letter
or facsimile transmission. Regulation 112 of Table A shall be modified
accordingly.
11 Granite Finance Funding 2 Limited
11.2 Deemed service of notice
There shall be substituted for the last sentence of Regulation 115 of
Table A the words "A notice shall be deemed to be given, if posted by
pre-paid first-class mail, when then the envelope containing the same is
posted, if posted by any other class of pre-paid mail at the expiration
of' 48 hours from such time and if sent by facsimile transmission, when
despatched."
12. BORROWING POWERS
The directors may exercise all the powers of the Company to borrow or
raise money, and to mortgage or charge its undertaking, property and
uncalled capital, or any part thereof, and, subject to the provisions of
the Act, to issue debentures, debenture stock, and other securities
whether outright or as security for any debt, liability or obligation of
the Company or of any third party (including any member).
13. INDEMNITY INSURANCE
Without prejudice to the provisions of Regulation 118 of Table A the
Directors shall have power to purchase and maintain insurance for or for
the benefit of any persons who are or were at any time directors,
officers, or employees or auditors of the Company, or of any other
company which is its holding company or parent undertaking or in which
the Company or such holding company or parent undertaking or any of the
predecessors of the Company or of such holding company or parent
undertaking has any interest whether direct or indirect or which is in
any way allied to or associated with the Company, or of any subsidiary
undertaking of the Company or of any such other company, or who are or
were at any time trustees of any pension fund in which any employees of
the Company or of any such other company or subsidiary undertaking are
interested, including (without prejudice to the generality of the
foregoing) insurance against any liability incurred by such persons in
respect of any act or omission in the actual or purported execution
and/or discharge of their duties and/or in the exercise or purported
exercise of their powers and/or otherwise in relation to their duties,
powers or offices in relation to the Company or any such other company,
subsidiary undertaking or pension fund. For the purposes of this
Regulation "holding company" "parent undertaking" and "subsidiary
undertaking" shall have the same meanings as in the Companies Acts 1985
to 1989.
12 Granite Finance Funding 2 Limited
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Name and Address of Subscriber
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Granite Finance Holdings Limited Signed for and on behalf of
Fifth Floor Granite Finance Holdings Limited by:
100 Wood Street
London EC2V 5HA
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Name:
Title:
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Name:
Title:
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Dated 4 October 2004
Witness to the above signatures:
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Witness
Name:
--------------------------------------------------
Occupation:
--------------------------------------------------
Address: Law Debenture Trust Corporation p.l.c.
13 Granite Finance Funding 2 Limited