Exhibit 1.1
CONFORMED COPY
UNDERWRITING AGREEMENT
dated May 18, 2007
GRANITE MASTER ISSUER PLC
and
NORTHERN ROCK PLC
and
GRANITE FINANCE FUNDING 2 LIMITED
and
GRANITE FINANCE TRUSTEES LIMITED
and
BARCLAYS CAPITAL INC.
and
LEHMAN BROTHERS INC.
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
relating to GRANITE MASTER ISSUER PLC
U.S. $1,060,000,000 Series 2007-2 Class 1A1 Notes due April 2032
U.S. $1,025,000,000 Series 2007-2 Class 2A1 Notes due December 2054
U.S. $1,100,000,000 Series 2007-2 Class 3A1 Notes due December 2054
U.S. $1,000,000,000 Series 2007-2 Class 4A1 Notes due December 2054
U.S. $66,500,000 Series 2007-2 Class 1B1 Notes due December 2054
U.S. $53,500,000 Series 2007-2 Class 2B1 Notes due December 2054
U.S. $35,000,000 Series 2007-2 Class 3B1 Notes due December 2054
U.S. $64,000,000 Series 2007-2 Class 1M1 Notes due December 2054
U.S. $52,000,000 Series 2007-2 Class 2M1 Notes due December 2054
U.S. $50,000,000 Series 2007-2 Class 2C1 Notes due December 2054
SIDLEY AUSTIN (UK) LLP
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON, EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
CONTENTS
Clause Page
1. Agreement to Issue and Subscribe....................................................................5
2. Stabilization.......................................................................................8
3. Agreements by the Underwriters......................................................................8
4. Listing............................................................................................15
5. Representations and Warranties of the Master Issuer................................................15
6. Representations and Warranties of Funding 2 and the Mortgages Trustee..............................21
7. Representations and Warranties of NRPLC............................................................27
8. Covenants of the Master Issuer, Funding 2, the Mortgages Trustee and NRPLC.........................30
9. Conditions Precedent...............................................................................39
10. Expenses...........................................................................................43
11. Indemnification....................................................................................44
12. Termination........................................................................................48
13. Survival of Representations and Obligations........................................................49
14. Notices............................................................................................49
15. Time...............................................................................................51
16. Non Petition and Limited Recourse..................................................................51
17. Governing Law and Jurisdiction.....................................................................52
18. Counterparts.......................................................................................52
19. Successors.........................................................................................52
Schedule 1 ................................................................................................S-1
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THIS UNDERWRITING AGREEMENT (this "Agreement") is made as of May 18, 2007
BETWEEN:
(1) GRANITE MASTER ISSUER PLC, a public limited company incorporated under
the laws of England and Wales, whose registered office is at Fifth Floor,
100 Wood Street, London EC2V 7EX (the "Master Issuer");
(2) NORTHERN ROCK PLC, a public limited company incorporated under the laws
of England and Wales, whose registered office is at Northern Rock House,
Gosforth, Newcastle upon Tyne NE3 4PL ("NRPLC");
(3) GRANITE FINANCE FUNDING 2 LIMITED, a private limited company incorporated
under the laws of England and Wales, whose registered office is at Fifth
Floor, 100 Wood Street, London EC2V 7EX ("Funding 2");
(4) GRANITE FINANCE TRUSTEES LIMITED, a private limited company incorporated
under the laws of Jersey, Channel Islands, whose registered office is at
22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands (the
"Mortgages Trustee"); and
(5) BARCLAYS CAPITAL INC., a corporation organized under the laws of the
State of Connecticut, whose registered office is at 200 Park Avenue, New
York, New York 10166, LEHMAN BROTHERS INC., a corporation organized under
the laws of the State of Delaware, whose registered office is at 2711
Centerville Road, Wilmington, Delaware 19808, and MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, a corporation organized under the laws of
the State of Delaware, whose registered office is at c/o The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 (the
"Underwriters").
WHEREAS:
(A) The Master Issuer proposes to issue and sell to the Underwriters the
mortgage-backed notes of the series and class specified in Schedule 1
hereto and described in Clause 1.3 hereof (the "US Notes" as set forth on
the cover page of the Prospectus Supplement).
(B) The US Notes will be issued in U.S. dollars and in minimum denominations
of $100,000 and integral multiples of $1,000 in excess thereof. The US
Notes will be issued on the date and at the time specified in the
Prospectus Supplement, which date and time may be changed by agreement
between the Master Issuer and the Underwriters (such date and time of
delivery of and payment for such US Notes being hereinafter referred to
as the "Closing Date"). The issue of the US Notes is referred to in this
Agreement as the "Issue".
(C) Simultaneously with the Issue, the Master Issuer intends to issue other
classes and series of notes (the "Reg S Notes", and together with the US
Notes, the "Notes") specified in the subscription agreement dated as of
the date hereof (the "Subscription Agreement") among the Master Issuer,
NRPLC, Funding 2, the Mortgages Trustee and the respective dealers named
therein (the "Dealers"). Such Dealers have agreed to subscribe and pay
for the Reg S Notes upon the terms and subject to the conditions
contained in the Subscription Agreement and the programme agreement dated
as of January 19, 2005 (the "Programme Date"), as amended by a Deed of
Amendment dated August 26, 2005, among the Master Issuer, NRPLC, Funding
2, the Mortgages Trustee and the respective dealers named therein (the
"Programme Agreement").
(D) The Notes will be constituted by, issued subject to and have the benefit
of a supplemental trust deed to the Issuer Trust Deed (the "Supplemental
Issuer Trust Deed") to be entered into on or before the Closing Date
between the Master Issuer and The Bank of New York, London Branch as
trustee for the Noteholders (the "Note Trustee").
(E) The Notes (together with the Master Issuer's obligations to its other
creditors) will be secured by the benefit of security interests created
under a deed of charge and assignment by way of security dated the
Programme Date, which includes any deed of accession entered into in
connection therewith or supplement thereto (the "Issuer Deed of Charge")
by the Master Issuer, The Bank of New York (in its separate capacities as
the Note Trustee and the Issuer Security Trustee), Citibank, N.A. (in its
separate capacities as the Principal Paying Agent, the US Paying Agent,
the Registrar, the Transfer Agent, an Issuer Account Bank and the Agent
Bank), NRPLC (in its separate capacities as the Issuer Cash Manager, the
Issuer GIC Provider, an Issuer Account Bank and the Start-up Loan
Provider), and Law Debenture Corporate Services Limited in its capacity
as the Corporate Services Provider. The deed of accession to the Issuer
Deed of Charge to be entered into on the Closing Date is herein referred
to as the "Issuer Deed of Accession".
(F) Payments of principal of, and interest on, the US Notes will be made by
the Master Issuer to the US Paying Agent and by the US Paying Agent to
Noteholders on behalf of the Master Issuer under a paying agent and agent
bank agreement entered into on or before the Programme Date (the "Issuer
Paying Agent and Agent Bank Agreement") among the Master Issuer, the Note
Trustee, the Issuer Security Trustee, the Agent Bank, the Principal
Paying Agent, the US Paying Agent, the Transfer Agent and the Registrar.
(G) Each class of the US Notes will be in fully registered permanent global
form. The Registrar will maintain a register in respect of the US Notes
in accordance with the Issuer Paying Agent and Agent Bank Agreement. The
global note certificates representing the US Notes (the "Dollar Global
Note Certificates") will be deposited on behalf of the beneficial owners
of the US Notes with Citibank N.A. in New York, as custodian for, and
registered in the name of Cede & Co. as nominee of, The Depository Trust
Company ("DTC").
(H) The Master Issuer will use an amount in Sterling equal to the gross
proceeds of the Issue as well as an amount in Sterling equal to the gross
proceeds of the Reg S Notes issue to make advances (each a loan tranche)
to Funding 2 pursuant to the terms of the global intercompany loan
agreement entered into on or before the Programme Date among the Master
Issuer, Funding 2, the Agent Bank and The Bank of New York, London Branch
in its capacity as security trustee (the "Funding 2 Security Trustee")
(the "Global Intercompany Loan Agreement" and each loan tranche made
thereunder, a "Loan Tranche"). Reference to the Global Intercompany Loan
Agreement shall include reference to a loan tranche supplement in respect
of the Global Intercompany Loan Agreement to be entered into on or about
the Closing Date among Funding 2, the Master Issuer, the Funding 2
Security Trustee and the Agent Bank, as amended, restated, novated,
verified or supplemented from time to time and shall include any
additional and/or replacement intercompany loan terms and conditions
entered into from time to time in accordance with the Legal Agreements.
(I) Funding 2 will pay the proceeds of each Loan Tranche to the Mortgages
Trustee (or to its order) in consideration for the increase of its
beneficial share of a trust portfolio made up of, amongst other things,
first residential mortgage loans (the "Mortgage Loans") and an interest
in the related insurances and their related security (together, the
"Related Security").
(J) On March 26, 2001, NRPLC assigned the initial portfolio of Mortgage Loans
and their Related Security to the Mortgages Trustee and may assign
further Mortgage Loans on
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subsequent assignment dates pursuant to a mortgage sale agreement dated
March 26, 2001 among NRPLC, the Mortgages Trustee, Funding 2 and the
Funding 2 Security Trustee (the "Mortgage Sale Agreement"). Each of the
Mortgages Trustee and Funding 2 has appointed NRPLC as administrator to
service the Mortgage Loans and their Related Security pursuant to an
Administration Agreement dated March 26, 2001 (the "Administration
Agreement").
(K) The Mortgages Trustee holds the Mortgage Loans and their Related Security
on a bare trust in undivided shares for the benefit of Funding, Funding 2
and NRPLC pursuant to the mortgages trust deed dated March 26, 2001
entered into by NRPLC, Funding, Funding 2 and the Mortgages Trustee (the
"Mortgages Trust Deed"). The Mortgages Trustee also entered into a
guaranteed investment contract dated on or about May 26, 2004 in respect
of its principal bank account (the "Mortgages Trustee Guaranteed
Investment Contract"), among the Mortgages Trustee, the Security Trustee,
the Cash Manager and NRPLC (in its capacity as the Mortgages Trustee GIC
Provider).
(L) Funding 2's obligations to the Master Issuer under the Global
Intercompany Loan Agreement and to Funding 2's other creditors are
secured by the benefit of security interests created by a deed of charge
and assignment dated the Programme Date, which will include any deed of
accession to be entered into in connection therewith or supplement
thereto (the "Funding 2 Deed of Charge"), by and among Funding 2, the
Master Issuer, the Mortgages Trustee, the Funding 2 Security Trustee, the
Issuer Security Trustee, Law Debenture Corporate Services Limited and
NRPLC (in its separate capacities as Cash Manager, Account Bank, Funding
2 Basis Rate Swap Provider and Funding 2 GIC Provider).
(M) In connection with Funding 2's purchase of a beneficial interest in a
mortgage portfolio and the issue of certain notes by the Master Issuer,
Funding 2, in addition to the documents described above, entered into on
the Programme Date (1) a cash management agreement with the Cash Manager,
the Mortgages Trustee, the Seller, Funding and the Funding 2 Security
Trustee (the "Cash Management Agreement"); (2) a bank account agreement
with the Account Banks, the Funding 2 Security Trustee and the Cash
Manager (the "Funding 2 Bank Account Agreement"); (3) a guaranteed
investment contract with, inter alios, NRPLC as Funding 2 GIC Provider
and Cash Manager and the Funding 2 Security Trustee (the "Funding 2
Guaranteed Investment Contract"); (4) a corporate services agreement (the
"Corporate Services Agreement") with, inter alios, Law Debenture
Corporate Services Limited as corporate services provider to Funding 2
and the Master Issuer; and (5) an ISDA Master Agreement including the
Schedule thereto and confirmations thereunder in the respect of the
Funding 2 (mortgage rates) basis rate swap and Funding 2 (LIBOR rate)
basis rate swap with Funding 2, the Basis Rate Swap Provider and the Note
Trustee (the "Basis Rate Swap Agreements").
(N) In connection with the Issue, the Master Issuer will also execute and
deliver, on or before the Closing Date, (1) the Global Note Certificates
relating to each class of the Notes; (2) a start-up loan tranche
supplement with the Start-up Loan Provider and the Issuer Security
Trustee (the "Start-Up Loan Tranche Supplement"); (3) an ISDA Master
Agreement, including the Schedule thereto and confirmations thereunder in
respect of Dollar/Sterling currency swaps with the relevant Issuer Swap
Provider(s) and the Note Trustee (the "Dollar Currency Swap Agreements");
and (4) an ISDA Master Agreement, including the Schedule thereto and
confirmations thereunder in respect of Euro/Sterling currency swaps with
the relevant Issuer Swap Provider(s) and the Note Trustee (the "Euro
Currency Swap Agreements" and together with the Dollar Currency Swap
Agreements, the "Currency Swap Agreements").
(O) In connection with the Issue, the Master Issuer has executed and
delivered, on or before the Programme Date, (1) the Corporate Services
Agreement; (2) a cash management agreement
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between the Master Issuer, the Issuer Cash Manager and the Issuer
Security Trustee (the "Issuer Cash Management Agreement"); (3) a bank
account agreement between the Master Issuer, the Issuer Security Trustee,
the Issuer Cash Manager, the Issuer GIC Account Bank and the Issuer
Transaction Account Bank (the "Issuer Bank Account Agreement"); (4) a
post-enforcement call option agreement (the "Post-Enforcement Call Option
Agreement") between the Master Issuer, the Note Trustee and GPCH Limited;
and (5) a start-up loan agreement with the Start-up Loan Provider, the
Master Issuer and the Issuer Security Trustee (the "Start-Up Loan
Agreement").
(P) As required, the Master Issuer, Funding 2, the Mortgages Trustee and/or
NRPLC will enter into any other relevant documents to be signed and
delivered on or before the Closing Date (such documents, together with
the Mortgage Sale Agreement, the Mortgages Trust Deed, the Administration
Agreement, the Mortgages Trustee Guaranteed Investment Contract, the
Global Intercompany Loan Agreement, the Post-Enforcement Call Option
Agreement, the Funding 2 Guaranteed Investment Contract, the Cash
Management Agreement, the Funding 2 Bank Account Agreement, the
Collection Bank Agreement, the Start-up Loan Agreement, the Start-up Loan
Tranche Supplement, the Funding 2 Deed of Charge, the Basis Rate Swap
Agreements, the Issuer Deed of Charge (as amended by the Issuer Deed of
Accession), the Supplemental Issuer Trust Deed, the Issuer Cash
Management Agreement, the Issuer Paying Agent and Agent Bank Agreement,
the Issuer Bank Account Agreement, the Corporate Services Agreement, the
Currency Swap Agreements, this Agreement, the Programme Agreement and the
Subscription Agreement, each as they have been or may be amended,
restated, varied or supplemented from time to time are collectively
referred to herein as the "Legal Agreements").
(Q) The Master Issuer (together with Funding 2 and the Mortgages Trustee) has
prepared a registration statement on Form S-3, including a prospectus
relating to the US Notes and additional series of notes, for the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), of the offering and sale thereof from time to time in
accordance with Rule 415 under the Securities Act. At or prior to the
time when sales to purchasers of the US Notes were first made by the
Underwriters, which was approximately 2:15 p.m. (London time) on May 16,
2007 (the "Time of Sale"), the Master Issuer (together with Funding 2 and
the Mortgages Trustee) had prepared the following information (when read
together, the "Time of Sale Information"): (i) the investor presentation
in respect of the Notes prepared for purposes of investor meetings in the
United States beginning on May 7, 2007 (the "Investor Presentation"),
(ii) the Preliminary Prospectus Supplement dated May 1, 2007 to the base
prospectus dated May 1, 2007 (including information referred to under the
caption "Static Pool Data" in Annex D therein regardless of whether it is
deemed a part of the Registration Statement or Prospectus), together with
such base prospectus (the "Initial Preliminary Prospectus") and (iii) the
Preliminary Prospectus Supplement dated May 15, 2007 to the base
prospectus dated May 15, 2007 (including information referred to under
the caption "Static Pool Data" in Annex D therein regardless of whether
it is deemed a part of the Registration Statement or Prospectus) together
with such base prospectus (the "Revised Preliminary Prospectus"). If,
subsequent to the Time of Sale and prior to the Closing Date, the Revised
Preliminary Prospectus included an untrue statement of material fact or
omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, and as a result investors in the US Notes may
terminate their old "Contracts of Sale" (within the meaning of Rule 159
under the Securities Act) for any US Notes and the Underwriters enter
into new Contracts of Sale with investors in the US Notes, then "Time of
Sale Information" will refer to the information conveyed to investors at
the time of entry into the first such new Contract of Sale, in an amended
preliminary prospectus approved by the Master Issuer (together with
Funding 2 and the Mortgages Trustee) and the Underwriters that corrects
such material misstatements
4
or omissions (a "Corrected Prospectus") and "Time of Sale" will refer to
the time and date on which such new Contracts of Sale were entered into.
IT IS AGREED as follows:
1. AGREEMENT TO ISSUE AND SUBSCRIBE
1.1 Definitions and Interpretation
(a) Capitalized terms used herein and not otherwise defined herein or
pursuant hereto, unless the context otherwise requires, shall have
the meanings given to them in the Programme Master Definitions
Schedule signed for the purposes of identification only by Sidley
Austin Brown & Wood and Allen & Overy LLP on the Programme Date and
the Issuer Master Definitions Schedule signed for the purposes of
identification only by Sidley Austin Brown & Wood and Allen & Overy
LLP on the Programme Date (each as amended, varied or supplemented
from time to time). In the event of a conflict between the
Programme Master Definitions Schedule and the Issuer Master
Definitions Schedule, the Issuer Master Definitions Schedule will
control.
(b) In this Agreement:
(i) words denoting the singular number only shall include the
plural number also and vice versa;
(ii) words denoting one gender only shall include the other
genders;
(iii) words denoting persons only shall include firms and
corporations and vice versa;
(iv) references to any statutory provision shall be deemed also to
refer to any statutory modification or re-enactment thereof
or any statutory instrument, order or regulation made
thereunder or under any such re-enactment;
(v) references to any agreement or other document (including any
of the Legal Agreements) shall be deemed also to refer to
such agreement or document as amended, varied, supplemented,
restated or novated from time to time;
(vi) clause, paragraph and schedule headings are for ease of
reference only;
(vii) reference to a statute shall be construed as a reference to
such statute as the same may have been, or may from time to
time be, amended or re-enacted to the extent such amendment
or re-enactment is substantially to the same effect as such
statute on the date hereof;
(viii) reference to a time of day, unless otherwise specified,
shall be construed as a reference to London time; and
(ix) references to any person shall include references to his
successors, transferees and assigns and any person deriving
title under or through him.
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1.2 Offering
Each of the Master Issuer, Funding 2 and the Mortgages Trustee
understands that the Underwriters have offered and will offer the US
Notes upon the terms set forth in the Time of Sale Information and the
Prospectus, and in compliance with all applicable laws and regulations.
1.3 Purchase and Sale
Subject to the terms and conditions and in reliance upon the
representations and warranties set forth in this Agreement, the Master
Issuer agrees to issue and sell the US Notes on the Closing Date to the
Underwriters as hereinafter provided, and each Underwriter agrees to
purchase, severally and not jointly, from the Master Issuer the
respective principal amount of the US Notes set forth opposite such
Underwriter's name in Schedule 1 hereto at a price equal to the aggregate
of 100 per cent. of the aggregate principal amount of the Series 2007-2
Class 1A1 Notes, 100 per cent. of the aggregate principal amount of the
Series 2007-2 Class 2A1 Notes, 100 per cent. of the aggregate principal
amount of the Series 2007-2 Class 3A1 Notes, 100 per cent. of the
aggregate principal amount of the Series 2007-2 Class 4A1 Notes, 100 per
cent. of the aggregate principal amount of the Series 2007-2 Class 1B1
Notes, 100 per cent. of the aggregate principal amount of the Series
2007-2 Class 2B1 Notes, 100 per cent. of the aggregate principal amount
of the Series 2007-2 Class 3B1 Notes, 100 per cent. of the aggregate
principal amount of the Series 2007-2 Class 1M1 Notes, 100 per cent. of
the aggregate principal amount of the Series 2007-2 Class 2M1 Notes and
100 per cent. of the aggregate principal amount of the Series 2007-2
Class 2C1 Notes (the "Issue Price"). The Series 2007-2 Class 1A1 Notes,
Series 2007-2 Class 2A1 Notes, Series 2007-2 Class 3A1 Notes, Series
2007-2 Class 4A1 Notes, Series 2007-2 Class 1B1 Notes, Series 2007-2
Class 2B1 Notes, Series 2007-2 Class 3B1 Notes, Series 2007-2 Class 1M1
Notes, Series 2007-2 Class 2M1 Notes and Series 2007-2 Class 2C1 Notes
are collectively referred to as the "US Notes".
The Master Issuer acknowledges and agrees that each of the Underwriters
in providing investment banking services to the Master Issuer in
connection with the offering, including in acting pursuant to the terms
of this Agreement, has acted and is acting as an arm's-length
counterparty and not as a fiduciary and the Master Issuer does not intend
any of the Underwriters to act in any capacity other than as an
arm's-length counterparty, including as a fiduciary or in any other
position of higher trust.
1.4 Commissions
In consideration of the obligations undertaken herein by the
Underwriters, the Master Issuer agrees to pay to the Underwriters a
selling commission (the "Selling Commission") of 0.01000 per cent. of the
aggregate principal amount of the Series 2007-2 Class 1A1 Notes, 0.01333
per cent. of the aggregate principal amount of the Series 2007-2 Class
2A1 Notes, 0.02000 per cent. of the aggregate principal amount of the
Series 2007-2 Class 3A1 Notes, 0.02333 per cent. of the aggregate
principal amount of the Series 2007-2 Class 4A1 Notes, 0.03333 per cent.
of the aggregate principal amount of the Series 2007-2 Class 1B1 Notes,
0.03333 per cent. of the aggregate principal amount of the Series 2007-2
Class 2B1 Notes, 0.04000 per cent. of the aggregate principal amount of
the Series 2007-2 Class 3B1 Notes, 0.04000 per cent. of the aggregate
principal amount of the Series 2007-2 Class 1M1 Notes, 0.04667 per cent.
of the aggregate principal amount of the Series 2007-2 Class 2M1 Notes
and 0.10000 per cent. of the aggregate principal amount of the Series
2007-2 Class 2C1 Notes and a combined management and underwriting
commission (the "Management and Underwriting Commission") of 0.02000 per
cent. of the aggregate principal amount of the
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Series 2007-2 Class 1A1 Notes, 0.02667 per cent. of the aggregate
principal amount of the Series 2007-2 Class 2A1 Notes, 0.04000 per cent.
of the aggregate principal amount of the Series 2007-2 Class 3A1 Notes,
0.04667 per cent. of the aggregate principal amount of the Series 2007-2
Class 4A1 Notes, 0.06667 per cent. of the aggregate principal amount of
the Series 2007-2 Class 1B1 Notes, 0.06667 per cent. of the aggregate
principal amount of the Series 2007-2 Class 2B1 Notes, 0.08000 per cent.
of the aggregate principal amount of the Series 2007-2 Class 3B1 Notes,
0.08000 per cent. of the aggregate principal amount of the Series 2007-2
Class 1M1 Notes, 0.09333 per cent. of the aggregate principal amount of
the Series 2007-2 Class 2M1 Notes and 0.20000 per cent. of the aggregate
principal amount of the Series 2007-2 Class 2C1 Notes.
The Master Issuer undertakes and covenants that on the Closing Date it
will pay to the Underwriters the aggregate Selling Commission and
aggregate Management and Underwriting Commission calculated in accordance
with this Clause 1.4.
1.5 Delivery and Payment
No later than 3:00 p.m. (London time) on the Closing Date, the Master
Issuer will (a) cause the Global Note Certificate for each of the US
Notes to be registered in the name of Cede & Co. as nominee for DTC for
credit on the Closing Date to the account of the Underwriters with DTC or
to such other account with DTC as the Underwriters may direct; and (b)
deliver the Global Note Certificate for each of the US Notes duly
executed on behalf of the Master Issuer and authenticated in accordance
with the Paying Agent and Agent Bank Agreement to Citibank N.A., as
custodian for DTC.
Against delivery of the US Notes, the Underwriters will pay to the Master
Issuer or to a third party, as directed by the Master Issuer, the gross
underwriting proceeds for the US Notes. Payment for the US Notes shall be
made by the Underwriters in Dollars in immediately available funds to the
account of the Master Issuer, account number 10861537, or to such other
accounts as the Master Issuer may direct, and shall be evidenced by a
confirmation from the Underwriters that they have so made that payment to
the Master Issuer.
1.6 The Legal Agreements
To the extent that each of the Master Issuer, Funding 2, the Mortgages
Trustee and NRPLC is a signatory to the Legal Agreements, each will on or
before the Closing Date, have entered into or enter into each of the
Legal Agreements to which it is a party, substantially in the form of the
draft reviewed by Allen & Overy LLP and Sidley Austin (UK) LLP (any draft
of any document so reviewed being called an "agreed form"), with such
amendments as the Underwriters may agree with the Master Issuer and, if
it is a signatory, Funding 2, the Mortgages Trustee and/or NRPLC.
1.7 The Notes
The Notes will be issued on the Closing Date in accordance with the terms
of the Supplemental Issuer Trust Deed and will be in, or substantially
in, the form set out therein.
1.8 Prospectus
The Master Issuer confirms that it has prepared the Investor
Presentation, the Initial Preliminary Prospectus, the Revised Preliminary
Prospectus and the Prospectus for use in connection with the issue of the
US Notes and hereby authorizes the Underwriters to distribute copies of
the Prospectus in connection with the offering and sale of the US Notes,
7
copies of the Investor Presentation, the Initial Preliminary Prospectus
and the Revised Preliminary Prospectus having already been distributed
with the consent of the Master Issuer.
1.9 Authority to Offer
Subject to Clause 3.2(a), the Master Issuer acknowledges and agrees that
the Underwriters may offer and sell US Notes to or through any affiliate
of an Underwriter and that any such affiliate may offer and sell US Notes
purchased by it to or through any Underwriter.
2. STABILIZATION
2.1 Stabilization
(a) In connection with the issue of the US Notes, the Underwriter(s)
(if any) named as the stabilizing underwriter(s) (the "Stabilizing
Underwriter(s)") (or persons acting on behalf of any Stabilizing
Underwriter) in the Prospectus Supplement may over-allot US Notes
(provided that the aggregate principal amount of US Notes allotted
does not exceed 105 per cent. of the aggregate principal amount of
the US Notes) or effect transactions with a view to supporting the
market price of the US Notes at a level higher than that which
might otherwise prevail. However, there is no assurance that the
Stabilizing Underwriter(s) (or persons acting on behalf of any
Stabilizing Underwriter) will undertake stabilization action. Any
stabilization action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the US
Notes is made and, if begun, may be ended at any time, but it must
end no later than the earlier of 30 days after the issue date of
the US Notes and 60 days after the date of the allotment of the US
Notes.
(b) The Master Issuer confirms that it has not issued and will not
issue, without the prior consent of the Stabilizing Underwriter(s)
(if any) (such consent not to be unreasonably withheld), any press
or other public announcement referring to the proposed issue of US
Notes unless the announcement adequately discloses that stabilizing
action may take place in relation to the US Notes to be issued.
(c) The Master Issuer authorises the Stabilizing Underwriter(s) to make
all appropriate announcements in relation to any stabilization or
ancillary stabilization action taken in respect of the US Notes.
(d) In carrying on any stabilization activity, the Stabilizing
Underwriter(s) shall act as principal and not as agent of the
Master Issuer.
2.2 Stabilization Profits and Losses
As between the Master Issuer and the Stabilizing Underwriter any loss
resulting from stabilization transactions entered into by the Stabilizing
Underwriter pursuant to Clause 2.1 shall be borne, and any profit arising
therefrom shall be retained, by the Stabilizing Underwriter for its own
account.
3. AGREEMENTS BY THE UNDERWRITERS
3.1 Default of Underwriters
(a) If any Underwriter shall default on its obligation to purchase US
Notes which it has agreed to purchase hereunder, the non-defaulting
Underwriters may in their discretion
8
arrange to purchase, or for another party or other parties
reasonably satisfactory to NRPLC to purchase, such US Notes on the
terms contained herein. If within thirty-six hours after such
default by any Underwriter, the non-defaulting Underwriters do not
arrange for the purchase of such US Notes, then NRPLC shall be
entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the
non-defaulting Underwriters to purchase such US Notes on such
terms. In the event that, within the respective prescribed periods,
the non-defaulting Underwriters notify NRPLC that the
non-defaulting Underwriters have so arranged for the purchase of
such US Notes, or NRPLC notifies the non-defaulting Underwriters
that it has so arranged for the purchase of such US Notes, the
non-defaulting Underwriters or NRPLC shall have the right to
postpone the Closing Date for a period of time agreed by the
non-defaulting Underwriters and NRPLC acting reasonably, in order
to effect whatever changes may thereby be made necessary in any
documents or arrangements relating to the offering and sale of the
US Notes. Any substitute purchaser of US Notes pursuant to this
paragraph shall be deemed to be an Underwriter, for purposes of
this Agreement, in connection with the offering and sale of the US
Notes.
(b) If, after giving effect to any arrangements for the purchase of US
Notes of a defaulting Underwriter by the non-defaulting
Underwriters, as provided in Clause 3.1(a) above, the aggregate
principal amount of the US Notes which remains unpurchased does not
exceed ten per cent. of the aggregate principal amount of the US
Notes, NRPLC shall have the right to require each non-defaulting
Underwriter to purchase the principal amount of the US Notes which
such Underwriter agreed to purchase hereunder and, in addition to
require each non-defaulting Underwriter to purchase its pro rata
share (based on the principal amount of the US Notes which such
Underwriter agreed to purchase hereunder) of the principal amount
of the US Notes of such defaulting Underwriter for which such
arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the
principal amount of the US Notes of a defaulting Underwriter by the
non-defaulting Underwriters as provided in Clause 3.1(a) above, the
aggregate principal amount of the US Notes which remains
unpurchased exceeds ten per cent. of the aggregate principal amount
of the US Notes, or if NRPLC shall not exercise the right described
in Clause 3.1(b) above to require non-defaulting Underwriters to
purchase the US Notes of a defaulting Underwriter, then this
Agreement shall thereupon terminate, without liability on the part
of the non-defaulting Underwriters; but nothing herein shall
relieve a defaulting Underwriter from liability for its default.
3.2 Selling
Each Underwriter severally (and not jointly) agrees as follows:
(a) United States
It is understood that several Underwriters propose to offer the US
Notes for sale to the public in the United States as set forth in
the Time of Sale Information and the Prospectus. Any Underwriters
that are not U.S. registered broker dealers will offer and sell the
US Notes in the United States only through U.S. registered broker
dealers.
9
(b) United Kingdom
Each Underwriter represents and agrees that:
(i) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) received by it
in connection with the issue or sale of any US Notes in
circumstances in which Section 21(1) of the FSMA does not
apply to the Master Issuer; and
(ii) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the US Notes in, from or otherwise involving the
United Kingdom.
(c) Italy
Each of the Underwriters represents and agrees that the offering of
the US Notes has not been registered pursuant to Italian securities
legislation and, accordingly, each of the Underwriters represents
and agrees that no US Notes may be offered, sold or delivered, nor
may copies of the Prospectus or of any other document relating to
the US Notes be distributed in the Republic of Italy, except:
(i) to professional investors ("operatori qualificati"), as
defined in Article 31, second paragraph, of CONSOB (the
Italian Securities Exchange Commission) Regulation No. 11522
of 1 July, 1998, as amended; or
(ii) in circumstances which are exempted from the rules on
solicitation of investments pursuant to Article 100 of
Legislative Decree No. 58 of 24 February, 1998 (the
"Financial Services Act") and Article 33, first paragraph, of
CONSOB Regulation No. 11971 of 14 May, 1999, as amended.
Each of the Underwriters represents and agrees that any offer, sale
or delivery of the US Notes or distribution of copies of the
Prospectus or any other document relating to the US Notes in the
Republic of Italy under (i) or (ii) above must be:
(a) made by an investment firm, bank or financial intermediary
permitted to conduct such activities in the Republic of Italy
in accordance with the Financial Services Act and Legislative
Decree No. 385 of 1 September, 1993, as amended from time to
time (the "Banking Act");
(b) in compliance with Article 129 of the Banking Act and the
implementing guidelines of the Bank of Italy, as amended from
time to time, pursuant to which the Bank of Italy may request
information on the issue or offer of securities depending,
inter alia, on the aggregate value of the securities issued
or offered in the Republic of Italy and their
characteristics; and
(c) in accordance with any other applicable laws and regulations
imposed by CONSOB.
(d) Ireland
Each Underwriter represents and agrees that:
10
(i) it will not underwrite the issue of, or place, the US Notes,
otherwise than in conformity with the provisions of the Irish
Investment Intermediaries Act 1995 (as amended), including,
without limitation, Sections 9 and 23 thereof and any codes
of conduct rules made under Section 37 thereof and the
provisions of the Investor Compensation Act 1998;
(ii) it will not underwrite the issue of, or place, the US Notes,
otherwise than in conformity with the provisions of the Irish
Central Bank Acts 1942 - 1999 (as amended) and any codes of
conduct rules made under Section 117(1) thereof;
(iii) it will not underwrite the issue of, or place, or do anything
in Ireland in respect of the US Notes otherwise than in
conformity with the provisions of the Irish Prospectus
(Directive 2003/71/EC) Regulations 2005 and any rules issued
under Section 51 of the Irish Investment Funds, Companies and
Miscellaneous Provisions Act 2005, by the Irish Central Bank
and Financial Services Regulatory Authority ("IFSRA"); and
(iv) it will not underwrite the issue of, place or otherwise act
in Ireland in respect of the US Notes, otherwise than in
conformity with the provisions of the Irish Market Abuse
(Directive 2003/6/EC) Regulations 2005 and any rules issued
under Section 34 of the Irish Investment Funds, Companies and
Miscellaneous Provisions Act 2005 by IFSRA.
(e) France
Each Underwriter represents and agrees that it has not offered or
sold and will not offer or sell, directly or indirectly, US Notes
to the public in France, and has not distributed or caused to be
distributed and will not distribute or cause to be distributed to
the public in France, the Prospectus or any other offering material
relating to the US Notes, and that such offers, sales and
distributions have been made and will be made in France only to (a)
providers of investment services relating to portfolio management
for the account of third parties and/or (b) qualified investors
(investisseurs qualifies), all as defined in, and in accordance
with, articles L.411-1, L.411-2 and D.411-1 of the French Code
monetaire et financier.
(f) Germany
Each Underwriter represents and agrees that:
(i) the US Notes have not been and will not be offered or sold or
publicly promoted or advertised by it in the Federal Republic
of Germany other than in compliance with the provisions of
the German Securities Prospectus Act
(Wertpapierprospektgesetz) June 22, 2005, or of any other
laws applicable in the Federal Republic of Germany governing
the offer and sale of securities; and
(ii) it shall not offer or sell US Notes in the Federal Republic
of German in a manner which could result in the Master Issuer
being subject to any license requirement under the Germany
Banking Act (Kreditwesengesetz).
11
(g) Sweden
Each Underwriter represents and agrees that it will not, directly
or indirectly, offer for subscription or purchase or issue
invitations to subscribe for or buy US Notes or distribute any
draft or definite document in relation to any such offer,
invitation or sale except in circumstances that will not result in
a requirement to prepare a prospectus pursuant to the provisions of
the Swedish Financial Instruments Trading Act (lag (1991:980) om
handel med finansiella instrument).
(h) Norway
Each Underwriter represents and agrees that it has not, directly or
indirectly, offered or sold and will not, directly or indirectly,
offer or sell in the Kingdom of Norway any US Notes other than to
persons who are registered with the Oslo Stock Exchange as
professional investors.
(i) Belgium
Each Underwriter represents and agrees that it will not:
(i) offer for sale, sell or market in Belgium US Notes by means
of a public offer within the meaning of the law of June 16,
2006 on the public offer of investment instruments and the
admission to trading of investment instruments on a regulated
market; or
(ii) sell US Notes to any person qualifying as a consumer within
the meaning of Article 1.7 of the Belgian law of July 14,
1991 on consumer protection and trade practices unless such
sale is made in compliance with this law and its implementing
regulation.
(j) Spain
Each Underwriter represents and agrees that it will not offer or
sell US Notes in Spain by means of a public offer as defined and
construed in Chapter I of Title III of Law 24/1988, of 28 July, on
the Securities Act (as amended by Royal Decree Law 5/2005 of 11
March and related legislation).
(k) Japan
Each Underwriter acknowledges that the US Notes have not been and
will not be registered under the Securities and Exchange Law of
Japan and each Underwriter agrees that, except pursuant to an
exemption from the registration requirements of, or otherwise in
compliance with, the Securities and Exchange Law of Japan and any
other applicable laws, regulations and ministerial guidelines of
Japan, it will not, directly or indirectly, offer or sell any US
Notes in Japan or to, or for the benefit of, any resident of Japan
(which term as used in this paragraph means any person resident in
Japan, including any corporation or other legal entity organized
under the laws of Japan) or to any person or entity for re-offering
or resale, directly or indirectly, in Japan or to, or for the
benefit of, a resident of Japan.
(l) Republic of Korea
12
Each Underwriter represents and agrees that the US Notes have not
been and will not be offered, delivered or sold directly or
indirectly in Korea or to any resident of Korea or to others for
re-offering or resale directly or indirectly in Korea or to any
resident of Korea except as otherwise permitted under applicable
Korean laws and regulations. Each Underwriter has undertaken to
ensure that any securities dealer to which it sells US Notes
confirms that it is purchasing such US Note as principal and agrees
with such Underwriter that it will comply with the restrictions set
out in this paragraph (l).
(m) Hong Kong
Each Underwriter represents and agrees that:
(i) it has not offered or sold, and will not offer or sell, in
Hong Kong, by means of any document, any US Notes other than
(i) to persons whose ordinary business is to buy or sell
shares or debentures (whether as principal or agent), or (ii)
to "professional investors" within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong Kong)
and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a
"prospectus" within the meaning of the Companies Ordinance
(Cap.32, Laws of Hong Kong) or which do not constitute an
offer to the public thereunder; and
(ii) it has not issued, or had in its possession for the purpose
of issue (in each case whether in Hong Kong or elsewhere),
any advertisement, invitation or document relating to the US
Notes which is directed at, or the contents of which are
likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the laws of Hong Kong)
other than with respect to the US Notes which are or are
intended to be disposed of only to persons outside Hong Kong
or only to "professional investors" within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong Kong)
and any rules made thereunder.
(n) Singapore
The Prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore under the Securities and Futures
Act, Chapter 289 of Singapore (the "Securities and Futures Act").
Accordingly, each Underwriter represents and agrees that the US
Notes may not be offered or sold or made the subject of an
invitation for subscription or purchase nor may the Prospectus or
any other document or material in connection with the offer or sale
or invitation for subscription or purchase of any US Notes be
circulated or distributed, whether directly or indirectly, to any
person in Singapore other than (i) to an institutional investor
pursuant to Section 274 of the Securities and Futures Act, (ii) to
a relevant person, or any person pursuant to Section 275(1A) of the
Securities and Futures Act, and in accordance with the conditions
specified in Section 275 of the Securities and Futures Act, or
(iii) pursuant to, and in accordance with the conditions of, any
other applicable provision of the Securities and Futures Act.
(o) Taiwan
Each Underwriter represents and agrees that the US Notes have not
been and will not be registered with the Financial Supervisory
Commission of Taiwan, the Republic of
13
China pursuant to relevant securities laws and regulations and may
not be offered or sold in Taiwan, the Republic of China through a
public offering or in circumstances which constitute an offer
within the meaning of the Securities and Exchange Law of Taiwan,
the Republic of China that requires a registration or approval of
the Financial Supervisory Commission of Taiwan, the Republic of
China. Each Underwriter agrees that no person or entity in Taiwan,
the Republic of China has been authorized to offer or sell US Notes
in Taiwan, the Republic of China.
(p) People's Republic of China
Each Underwriter represents and agrees that neither it nor any of
its affiliates has offered or sold or will offer or sell any of the
US Notes in the People's Republic of China (excluding Hong Kong,
Macau and Taiwan) as part of the initial distribution of the US
Notes.
(q) Canada
Each Underwriter represents and agrees that the US Notes will not
be qualified for sale under the securities laws of any province or
territory of Canada and it has not offered, sold or distributed and
will not offer, sell or distribute any US Notes, directly or
indirectly, in Canada or to or for the benefit of any resident of
Canada, other than in compliance with applicable securities laws.
It also represents and agrees that it has not and will not
distribute or deliver the Prospectus or any other offering material
in connection with any offering of US Notes in Canada, other than
in compliance with applicable securities laws.
(r) Other
For each jurisdiction outside the United States and the United
Kingdom (a "Relevant Jurisdiction"), neither the Master Issuer nor
any Underwriter represents that US Notes may at any time lawfully
be sold in compliance with any application, registration or other
requirement in any Relevant Jurisdiction by the Master Issuer or
any Underwriter (other than as described above), or pursuant to any
exemption available thereunder, or assume any responsibility for
facilitating such sale.
Each Underwriter represents and agrees that it has complied and
will comply with all applicable securities laws and regulations in
force in any Relevant Jurisdiction in which it purchases, offers,
sells or delivers US Notes or has in its possession or distributes
the Prospectus or any other offering material, in all cases at its
own expense, and it will obtain any consent, approval or permission
required by it for the purchase, offer, sale or delivery by it of
US Notes under the laws and regulations in force in any Relevant
Jurisdiction to which it is subject or in which it makes such
purchases, offers, sales or deliveries and the Master Issuer shall
have not responsibility for them, in all cases at its own expense.
Each Underwriter represents and agrees that it has not and will not
directly or indirectly offer, sell or deliver any US Notes or
distribute or publish any prospectus, form of application, offering
circular, advertisement or other offering material except under
circumstances that will, to the best of its knowledge and belief,
result in compliance with any applicable laws and regulations, and
all offers, sales and deliveries of US Notes by it will be made on
the same terms.
Each Underwriter agrees that it will, unless prohibited by
applicable law, furnish to each person to whom it offers or sells
US Notes a copy of the Prospectus, as then
14
amended or supplemented or, unless delivery of the Prospectus is
required by applicable law, inform each such person that a copy
will be made available upon request. Each Underwriter is not
authorized to give any information or to make any representation
not contained in the Prospectus in connection with the offer and
sale of US Notes to which the Prospectus relates.
4. LISTING
4.1 Application for Listing
The Master Issuer confirms that it has authorized the Underwriters to
make or cause to be made at the Master Issuer's expense applications on
the Master Issuer's behalf for the Notes to be listed on the Official
List and for the Notes to be admitted to trading on the London Stock
Exchange plc's Gilt Edged and Fixed Interest Market or such other Market
of the London Stock Exchange plc as shall be designated as a "regulated
market" within the meaning of Directive 93/22/EC (the "Market").
4.2 Supply of Information
The Master Issuer agrees to supply to the Underwriters for delivery to
the UK Listing Authority and the London Stock Exchange copies of the
Prospectus and such other documents, information and undertakings as may
be required for the purpose of obtaining such listing and admission to
trading.
4.3 Maintenance of Listing
The Master Issuer agrees to use its reasonable endeavors to maintain a
listing of the US Notes on the Official List and the admission of the
Notes to trading on the Market for as long as any of the US Notes are
outstanding and to pay all fees and supply all further documents,
information and undertakings and publish all advertisements or other
material as may be necessary for such purpose. However, if such listing
or admission to trading becomes impossible, the Master Issuer will
obtain, and will thereafter use its best endeavors to maintain, a
quotation for, or listing of, the US Notes on or by such other stock
exchange, competent listing authority and/or quotation system as is
commonly used for the quotation or listing of debt securities as it may
decide with the approval of the Underwriters (such approval not to be
unreasonably withheld or delayed).
5. REPRESENTATIONS AND WARRANTIES OF THE MASTER ISSUER
The Master Issuer represents and warrants to, and agrees with, Funding 2,
the Mortgages Trustee, the Underwriters and each of them that:
(a) The Registration Statement
A registration statement on Form S-3 (File Numbers 333-141533,
333-141533-01 and 333-141533-02) relating to the US Notes has been
filed by the Master Issuer (together with Funding 2 and the
Mortgages Trustee) with the United States Securities and Exchange
Commission ("Commission") and has become effective and is still
effective as of the date hereof under the Securities Act. No stop
order suspending the effectiveness of the Registration Statement
has been issued under the Securities Act and no proceedings for
that purpose have been instituted or are pending or, to the
knowledge of the Master Issuer, are threatened by the Commission.
15
The Master Issuer (together with Funding 2 and the Mortgages
Trustee) has filed with the Commission the Initial Preliminary
Prospectus and the Revised Preliminary Prospectus and, in each
case, it has done so within the applicable period of time required
under the Securities Act and the rules and regulations of the
Commission under the Securities Act (the "Rules and Regulations").
The Master Issuer (together with Funding 2 and the Mortgages
Trustee) will file with the Commission pursuant to Rule 424(b) of
the Rules and Regulations, promptly upon or after the execution and
delivery of this Agreement, a prospectus supplement dated May 18,
2007 (together with information referred to under the caption
"Static Pool Data" in Annex D therein regardless of whether it is
deemed a part of the Registration Statement or Prospectus, the
"Prospectus Supplement") to the prospectus dated May 17, 2007 (the
"Base Prospectus"), relating to the US Notes and the method of
distribution thereof. Such registration statement, including
exhibits thereto, and such prospectus, as amended or supplemented
to the date hereof, and as further supplemented by the Prospectus
Supplement, are hereinafter referred to as the "Registration
Statement" and the "Prospectus", respectively. Any reference herein
to the terms "amend," "amendment" or "supplement" with respect to
the Registration Statement, the Base Prospectus or the Prospectus
Supplement shall include, without limitation, any document filed
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Base Prospectus and the Prospectus Supplement,
as the case may be, deemed to be incorporated therein pursuant to
the Securities Act.
The conditions to the use of a registration statement on Form S-3
under the Securities Act have been satisfied. The Registration
Statement, at the time it became effective, any post-effective
amendment thereto, at the time it became effective, the Initial
Preliminary Prospectus, as of its date, the Revised Preliminary
Prospectus, as of its date, and the Prospectus, as of the date of
the Prospectus Supplement, complied and on the Closing Date will
comply in all material respects with the applicable requirements of
the Securities Act and the Rules and Regulations and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
the rules and regulations of the Commission thereunder.
(b) No Material Misstatements or Omissions
(I) The Registration Statement, as of the applicable effective date
as to each part of the Registration Statement and any amendment
thereto pursuant to Rule 430B(f)(2) under the Securities Act, did
not include any untrue statement of a material fact and did not
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that the Master Issuer makes no representations,
warranties or agreements as to: (i) that part of the Registration
Statement which constitutes the Statement of Eligibility and
Qualification (Form T-1) of the Note Trustee under the Trust
Indenture Act, and (ii) statements or omissions in the Registration
Statement made in reliance upon and in conformity with information
furnished in writing to the Master Issuer by or on behalf of any
Underwriter specifically for inclusion therein, it being agreed
that the only such information consists of the statements under the
heading "Underwriting" in each of the Initial Preliminary
Prospectus, the Revised Preliminary Prospectus and the Prospectus
that specify (A) the list of Underwriters and their respective
participation in the sale of the US Notes, (B) the sentences
related to concessions and reallowances and (C) the paragraphs
related to short sales, stabilization, short covering transactions
and penalty bids (such information, the "Underwriter Information");
16
(II) the Initial Preliminary Prospectus (except for the omission of
any pricing related information and any information relating to an
Issuer Swap Provider, the Conditional Purchaser or the Remarketing
Bank), as of its date and as of the Time of Sale, did not contain
an untrue statement of a material fact and did not omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that the Master Issuer makes no
representations, warranties or agreements as to statements or
omissions in the Initial Preliminary Prospectus made in reliance
upon and in conformity with the Underwriter Information;
(III) the Revised Preliminary Prospectus (except for the omission
of any pricing related information), as of its date and as of the
Time of Sale, did not contain an untrue statement of a material
fact and did not omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that
the Master Issuer makes no representations, warranties or
agreements as to statements or omissions in the Revised Preliminary
Prospectus made in reliance upon and in conformity with the
Underwriter Information;
(IV) the information and statements contained in the Investor
Presentation, as of May 7, 2007 and as of the Time of Sale, did not
contain an untrue statement of a material fact and did not omit to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading;
(V) the Master Issuer was not, as of any date on or after which a
bona fide offer (as used in Rule 164(h)(2) under the Securities
Act) of the US Notes was made, an "ineligible issuer", as defined
in Rule 405 under the Securities Act;
(VI) the Prospectus, as of the date of the Prospectus Supplement
and as of the Closing Date, did not and will not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided, however, that the Master Issuer makes no representations,
warranties or agreements as to statements or omissions in the
Prospectus (or any amendment or supplement thereto) made in
reliance upon and in conformity with the Underwriter Information;
and
(VII) the documents incorporated by reference in the Initial
Preliminary Prospectus, the Revised Preliminary Prospectus and the
Prospectus, when they were filed with the Commission under the
Exchange Act, conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; and any further documents so filed and incorporated by
reference in the Prospectus, when such documents are filed with the
Commission, will conform in all material respects to the
requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; provided, however, that the Master Issuer makes no
representations, warranties or agreements as to the documents
incorporated by reference under the heading "The issuer swap
provider" and "The conditional purchaser" in the Revised
Preliminary Prospectus and the Prospectus.
17
(c) Incorporation, Capacity and Authorization
The Master Issuer is a public limited company duly incorporated and
validly existing under the laws of England and Wales, with full
power and capacity to conduct its business as described in the
Prospectus, to create and issue the Notes, to execute this
Agreement and the other Legal Agreements to which it is a party and
to undertake and perform the obligations expressed to be assumed by
it herein and therein; and has taken all necessary action to
approve and authorize the same; and the Master Issuer is lawfully
qualified to do business in England and Wales. The Master Issuer
has not taken any corporate action nor (to the best of its
knowledge and belief) have any other steps been taken or legal
proceedings been started or threatened against it for its
winding-up, dissolution or reorganization or for the appointment of
a receiver, administrator, administrative receiver or similar
officer of it or of any or all of its assets or revenues.
(d) Validity of Legal Agreements
This Agreement has been duly authorized, executed and delivered by
the Master Issuer and constitutes, and the other Legal Agreements
to which the Master Issuer is a party have been duly authorized by
the Master Issuer and on the Closing Date will constitute, legal,
valid and binding obligations of the Master Issuer, enforceable
against the Master Issuer in accordance with their respective
terms, subject as to enforceability to applicable bankruptcy,
insolvency, reorganization, conservatorship, receivership,
liquidation or other similar laws affecting the enforcement of
creditors rights generally and to general equitable principles.
(e) Validity of Notes
The creation, sale and issue of the Notes have been duly authorized
by the Master Issuer and, when executed and authenticated in
accordance with the Supplemental Issuer Trust Deed and the Issuer
Paying Agent and Agent Bank Agreement, the Notes will constitute
legal, valid and binding obligations of the Master Issuer and, upon
effectiveness of the Registration Statement, the Supplemental
Issuer Trust Deed will have been duly qualified under the Trust
Indenture Act.
(f) Consents
All consents, approvals, authorizations and other orders of all
United States and United Kingdom regulatory authorities required
for the creation, issue and offering of the Notes by the Master
Issuer or in connection with the execution and performance by the
Master Issuer of the transactions contemplated by the Legal
Agreements or the compliance by the Master Issuer with the terms of
the Notes and the Legal Agreements as the case may be, except for
(i) such consents, approvals, authorizations, registrations or
qualifications as may be required under applicable United States
state securities, Blue Sky or similar laws in connection with the
purchase and distribution of the Notes by the Underwriters and (ii)
those which will on the Closing Date be, in full force and effect.
(g) Compliance
The authorization of the Notes and the granting of security
interests in relation thereto under the Issuer Deed of Charge (as
amended by the Deed of Accession), the offering and issue of the
Notes on the terms and conditions of this Agreement, the
18
Supplemental Issuer Trust Deed and the Prospectus, the execution
and delivery of the Legal Agreements to which it is a party and the
implementation of the transactions contemplated by such Legal
Agreements and compliance with the terms of the Legal Agreements to
which it is a party do not, and will not, (i) conflict with, or
result in a breach of, any of the terms or provisions of, or
constitute a default under, the Memorandum and Articles of
Association of the Master Issuer or any agreement or instrument to
which the Master Issuer is a party or by which any of its assets or
properties is bound; (ii) infringe any applicable law, rule,
regulation, judgment, order or decree of any government,
governmental body or court having jurisdiction over the Master
Issuer or any of its assets or properties; or (iii) result in the
creation or imposition of any mortgage, charge, pledge, lien or
other security interest on any of its assets or properties, other
than those created in, or imposed by, the Legal Agreements
themselves.
(h) Accountants
PricewaterhouseCoopers LLP are a registered public accounting firm
and independent with respect to the Master Issuer within the
meaning of the Securities Act.
(i) Taxation
Save as described in the legal opinions referred to in Clause
9.1(d) of this Agreement, no stamp or other similar duty is
assessable or payable in the United Kingdom, and no withholding or
deduction for or on account of any taxes, duties, assessments or
governmental charges of whatever nature is imposed or made for or
on account of any income, registration, transfer or turnover taxes,
customs or other duties or taxes of any kind in connection with the
authorization, execution or delivery of the Legal Agreements or
with the authorization, issue, sale or delivery of the Notes and
(except as disclosed in the Prospectus) the performance of the
Master Issuer's, Funding 2's and/or, as the case may be, the
Mortgages Trustee's obligations under the Legal Agreements and the
Notes. This warranty does not apply to any United Kingdom
corporation tax on net income, profits or gains received or
receivable which may be levied, collected, withheld or assessed in
connection with the authorization, execution or delivery of the
Legal Agreements or with the authorization, issue, sale or delivery
of the Notes.
(j) Breach of other agreements
The Master Issuer is not in breach of or in default under any
agreement to which it is a party or which is binding on it or any
of its assets or revenues.
(k) Events of Default
No event has occurred or circumstance arisen which, had the Notes
already been issued, would (whether or not with the giving of
notice and/or the passage of time and/or the fulfillment of any
other requirement) constitute an Event of Default as set out in the
Conditions of the Notes.
(l) No Subsidiaries
The Master Issuer has no subsidiaries or subsidiary undertakings
within the meanings of Sections 258 and 736 of the Companies Act
1985.
19
(m) Granite Finance Holdings Limited
The Funding Issuers, the Master Issuer, Funding, Funding 2, the
Mortgages Trustee and GPCH Limited are the only subsidiaries or
subsidiary undertakings of Granite Finance Holdings Limited within
the meanings of Sections 258 and 736 of the Companies Act 1985.
(n) No Activities
The Master Issuer has not engaged in any activities since its
incorporation other than (i) those incidental to any registration
or re-registration as a public limited company under the Companies
Acts 1985 and 1989 and various changes to its directors, secretary,
registered office, Memorandum and Articles of Association; (ii) the
authorization and execution of the Legal Agreements to which it is
a party; (iii) the activities referred to or contemplated in the
Legal Agreements to which it is a party and (iv) the authorization
and issue by it of the Notes. The Master Issuer has not prepared
any accounts and has neither paid any dividends nor made any
distributions since the date of its incorporation.
(o) Prospectus Rules
The Reg S Prospectus has been (i) approved by the UK Listing
Authority as an approved prospectus for the purposes of Section
85(2) of the FSMA and the Prospectus Rules; and (ii) published in
accordance with the Prospectus Rules.
(p) Litigation
There are no pending actions, suits or proceedings against or
affecting the Master Issuer which could individually or in the
aggregate have an adverse effect on the condition (financial or
other), prospects, results of operations or general affairs of the
Master Issuer or could adversely affect the ability of the Master
Issuer to perform its obligations under the Legal Agreements or the
Notes or which are otherwise material in the context of the issue
or offering of the Notes and, to the best of the Master Issuer's
knowledge, no such actions, suits or proceedings are threatened or
contemplated.
(q) No Prior Security
Save as set out in any of the Legal Agreements, there exists no
mortgage, lien, pledge or other charge on or over the assets of the
Master Issuer and, other than the Legal Agreements, the Master
Issuer has not entered into any indenture or trust deed.
(r) Security for the Notes
The Notes and the obligations of the Master Issuer under the
Supplemental Issuer Trust Deed will be secured in the manner
provided in the Issuer Deed of Charge (as amended by the Issuer
Deed of Accession) and with the benefit of the charges, covenants
and other security interests provided for therein including,
without limitation, (i) an assignment by way of first fixed
security of the Master Issuer's rights and claims in respect of all
security and other rights held on trust by the Funding 2 Security
Trustee pursuant to the Funding 2 Deed of Charge, (ii) an
assignment by way of first fixed security of the Master Issuer's
right, title, interest and benefit in the Global Intercompany Loan
Agreement, the Currency Swap Agreements, the Funding
20
2 Deed of Charge, the Supplemental Issuer Trust Deed, the Notes,
the Issuer Paying Agent and Agent Bank Agreement, the Issuer Cash
Management Agreement, the Corporate Services Agreement, the Issuer
Bank Account Agreement, the Post-Enforcement Call Option Agreement,
this Agreement, the Programme Agreement, the Subscription Agreement
and any other agreements to which the Master Issuer is a party;
(iii) an assignment by way of first fixed charge over the Issuer
Bank Accounts; (iv) a first fixed charge (which may take effect as
a floating charge) over the Master Issuer's right, title, interest
and benefit to any Authorized Investments made with moneys standing
to the credit of any of the Issuer Bank Accounts; and (v) a first
ranking floating charge over the whole of the assets and
undertaking of the Master Issuer which are not otherwise
effectively subject to any fixed charge or assignment by way of
security.
(s) Investment Company Act
The Master Issuer is not an "investment company" as defined in the
U.S. Investment Company Act of 1940, as amended (the "Investment
Company Act"), and the offer and sale of the US Notes in the United
States will not subject the Master Issuer to registration under, or
result in a violation of, the Investment Company Act.
(t) United States Income Tax
The Master Issuer will not engage in any activities in the United
States (directly or through agents), derive any income from United
States sources as determined under the U.S. Internal Revenue Code
of 1986, as amended (the "Code"), or hold any property if doing so
would cause it to be engaged or deemed to be engaged in a trade or
business within the United States as determined under the Code.
(u) Legal Agreements
The representations and warranties given by the Master Issuer in
the Legal Agreements are true and accurate, and the description of
the Legal Agreements as set out in the Prospectus is true and
correct in all material respects.
Unless otherwise indicated, the representations and warranties set out in
this Clause 5 shall be made on the date of the Prospectus and, if
different, the date of this Agreement.
6. REPRESENTATIONS AND WARRANTIES OF FUNDING 2 AND THE MORTGAGES TRUSTEE
Each of Funding 2 and the Mortgages Trustee (except where otherwise
provided below) severally represents and warrants (in respect of itself
only) to, and agrees with, the Underwriters and each of them that:
(a) The Registration Statement
The Registration Statement has been filed by Funding 2 and the
Mortgages Trustee (together with the Master Issuer) with the
Commission and has become effective and is still effective as of
the date hereof under the Securities Act. No stop order suspending
the effectiveness of the Registration Statement has been issued
under the Securities Act and no proceedings for that purpose have
been instituted or are pending or, to the knowledge of Funding 2
and the Mortgages Trustee, are threatened by the Commission.
21
Funding 2 and the Mortgages Trustee (together with the Master
Issuer) have filed with the Commission the Initial Preliminary
Prospectus and the Revised Preliminary Prospectus and, in each
case, they have done so within the applicable period of time
required under the Securities Act and the Rules and Regulations.
Funding 2 and the Mortgages Trustee (together with the Master
Issuer) will file with the Commission the Prospectus pursuant to
Rule 424(b) of the Rules and Regulations, promptly upon or after
the execution and delivery of this Agreement.
The conditions to the use of a registration statement on Form S-3
under the Securities Act have been satisfied. The Registration
Statement, at the time it became effective, any post-effective
amendment thereto, at the time it became effective, the Initial
Preliminary Prospectus, as of its date, and the Revised Preliminary
Prospectus, as of its date, and the Prospectus, as of the date of
the Prospectus Supplement, complied and on the Closing Date will
comply in all material respects with the applicable requirements of
the Act and the Rules and Regulations and the Trust Indenture Act
and the rules and regulations of the Commission thereunder.
(b) No Material Misstatements or Omissions
(I) The Registration Statement, as of the applicable effective date
as to each part of the Registration Statement and any amendment
thereto pursuant to Rule 430B(f)(2) under the Act, did not include
any untrue statement of a material fact and did not omit to state
any material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that
neither Funding 2 nor the Mortgages Trustee makes any
representations, warranties or agreements as to: (i) that part of
the Registration Statement which constitutes the Statement of
Eligibility and Qualification (Form T-1) of the Note Trustee under
the Trust Indenture Act, and (ii) statements or omissions in the
Registration Statement made in reliance upon and in conformity with
the Underwriter Information;
(II) the Initial Preliminary Prospectus (except for the omission of
any pricing related information and any information relating to an
Issuer Swap Provider, the Conditional Purchaser or the Remarketing
Bank), as of its date and as of the Time of Sale, did not contain
an untrue statement of a material fact and did not omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that neither Funding 2 nor the
Mortgages Trustee makes any representations, warranties or
agreements as to statements or omissions in the Initial Preliminary
Prospectus made in reliance upon and in conformity with the
Underwriter Information;
(III) the Revised Preliminary Prospectus (except for the omission
of any pricing related information), as of its date and as of the
Time of Sale, did not contain an untrue statement of a material
fact and did not omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that
neither Funding 2 nor the Mortgages Trustee makes any
representations, warranties or agreements as to statements or
omissions in the Revised Preliminary Prospectus made in reliance
upon and in conformity with the Underwriter Information;
(IV) in the case of Funding 2 only, the information and statements
contained in the Investor Presentation, as of May 7, 2007 and as of
the Time of Sale, did not contain an untrue statement of a material
fact and did not omit to state a material fact
22
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
(V) the Prospectus, as of the date of the Prospectus Supplement and
as of the Closing Date, did not and will not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided, however, that neither Funding 2 nor the Mortgages Trustee
makes any representations, warranties or agreements as to
statements or omissions in the Prospectus (or any amendment or
supplement thereto) made in reliance upon and in conformity with
the Underwriter Information; and
(VI) the documents incorporated by reference in the Initial
Preliminary Prospectus, the Revised Preliminary Prospectus and the
Prospectus, when they were filed with the Commission under the
Exchange Act, conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; and any further documents so filed and incorporated by
reference in the Prospectus, when such documents are filed with the
Commission, will conform in all material respects to the
requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; provided, however, that neither Funding 2 nor the
Mortgages Trustee makes any representation, warranty or agreement
as to the documents incorporated by reference under the heading
"The issuer swap provider" and "The conditional purchaser" in the
Revised Preliminary Prospectus and the Prospectus.
(c) Incorporation, Capacity and Authorization
(I) Funding 2 is a private limited company duly incorporated and
validly existing under the laws of England and Wales, with full
power and capacity to conduct its business as described in the
Prospectus, to execute this Agreement and the other Legal
Agreements to which it is a party and to undertake and perform the
obligations expressed to be assumed by it herein and therein; and
has taken all necessary action to approve and authorize the same;
and Funding 2 is lawfully qualified to do business in England and
Wales. Funding 2 has not taken any corporate action nor (to the
best of its knowledge and belief) have any other steps been taken
or legal proceedings been started or threatened against it for its
winding-up, dissolution or reorganization or for the appointment of
a receiver, administrator, administrative receiver or similar
officer of it or of any or all of its assets or revenues; and
(II) The Mortgages Trustee is duly incorporated and validly
existing under the laws of Jersey, Channel Islands, with full power
and authority to conduct its business as described in the
Prospectus, is lawfully qualified to do business in Jersey and has
full power and capacity to execute this Agreement and the other
Legal Agreements to which it is a party, and to undertake and
perform the obligations expressed to be assumed by it herein and
therein; and it has taken all necessary action to approve and
authorize the same. The Mortgages Trustee has not taken any
corporate action nor (to the best of its knowledge and belief) have
any other steps been taken or legal proceedings been started or
threatened against it for its winding-up, dissolution or
reorganization or for the appointment of a receiver, administrator,
administrative receiver or similar officer of it or of any or all
of its assets or revenues.
23
(d) Validity of Legal Agreements
This Agreement has been duly authorized, executed and delivered by
each of Funding 2 and the Mortgages Trustee and constitutes, and
the other Legal Agreements to which Funding 2 and the Mortgages
Trustee are a party have been duly authorized by each of Funding 2
and the Mortgages Trustee and on the Closing Date will constitute,
legal, valid and binding obligations of each of Funding 2 and the
Mortgages Trustee, enforceable against each of Funding 2 and the
Mortgages Trustee in accordance with their respective terms,
subject as to enforceability to applicable bankruptcy, insolvency,
reorganization, conservatorship, receivership, liquidation or other
similar laws affecting the enforcement of creditors rights
generally and to general equitable principles.
(e) Consents
All consents, approvals, authorizations and other orders of all
United States, Jersey, Channel Islands and United Kingdom
regulatory authorities required in connection with the execution of
and performance by Funding 2 and/or the Mortgages Trustee of the
transactions contemplated by the Legal Agreements to which Funding
2 and/or the Mortgages Trustee, as the case may be, is a party or
the compliance by each of them with the terms of the Legal
Agreements are, or will on the Closing Date be, in full force and
effect.
(f) Compliance
The authorization of the terms and conditions of this Agreement,
the execution and delivery of the Legal Agreements to which Funding
2 and/or, as the case may be, the Mortgages Trustee is party and
the implementation of the transactions contemplated by such Legal
Agreements and compliance with the terms of the Legal Agreements do
not, and will not, (i) conflict with, or result in a breach of, any
of the terms or provisions of, or constitute a default under, the
Memorandum and Articles of Association of Funding 2 or the
Mortgages Trustee or any agreement or instrument to which Funding 2
or the Mortgages Trustee is a party or by which any of its assets
or properties is bound; (ii) infringe any applicable law, rule,
regulation, judgment, order or decree of any government,
governmental body or court having jurisdiction over either Funding
2 or the Mortgages Trustee or any of its assets or properties; or
(iii) result in the creation or imposition of any mortgage, charge,
pledge, lien or other security interest on any of its or their
assets or properties, other than those created in, or imposed by,
the Legal Agreements themselves.
(g) Breach of other agreements
Neither Funding 2 nor the Mortgages Trustee is in breach of or in
default under any agreement to which it is a party or which is
binding on it or any of its assets or revenues.
(h) Events of Default
No event has occurred or circumstance arisen which, had the Global
Intercompany Loan Agreement been entered into, would (whether or
not with the giving of notice and/or the passage of time and/or the
fulfillment of any other requirement) constitute a Funding 2
Intercompany Loan Event of Default as set out in the Global
Intercompany Loan Agreement.
24
(i) No Subsidiaries
The Mortgages Trustee does not have any subsidiaries or subsidiary
undertakings within the meanings of Sections 258 and 736 of the
Companies Act 1985. Funding 2 does not have any subsidiaries or
subsidiary undertakings within the meanings of Sections 258 and 736
of the Companies Act 1985 save for the Master Issuer.
(j) No Activities
(I) Funding 2 has not engaged in any activities since its
incorporation other than (i) those incidental to any registration
or re-registration as a private limited company under the Companies
Acts 1985 and 1989 and various changes to its directors, secretary,
registered office, Memorandum and Articles of Association; (ii) the
authorization, execution and in certain cases, amendment, of the
Legal Agreements to which each is a party; (iii) the activities
referred to or contemplated in the Legal Agreements; and (iv) the
filing of a notification by it under the Data Protection Act 1998
(the "DPA") and the application for a standard license under the
Consumer Credit Act 1974. Funding 2 has not prepared any accounts
and has neither paid any dividends nor made any distributions since
the date of its incorporation; and
(II) The Mortgages Trustee has not engaged in any activities since
its incorporation other than (i) those incidental to any
registration as a private limited company under the laws of Jersey
and (if any) various changes to its directors, secretary,
registered office, Memorandum and Articles of Association; (ii) the
authorization, execution and in certain cases, amendment, of the
Legal Agreements to which each is a party; (iii) the activities
referred to or contemplated in the Legal Agreements or in the
Prospectus; (iv) the activities undertaken in connection with the
establishment of the Mortgages Trust pursuant to the Mortgages
Trust Deed; (v) the filing of a notification by the Mortgages
Trustee under the DPA and the application for a standard license
under the Consumer Credit Act 1974; and (vi) any activities in
connection with or incidental to the issue of notes by the Funding
Issuers and the issue of the Notes by the Master Issuer. The
Mortgages Trustee has not prepared any accounts and has neither
paid any dividends nor made any distributions since the date of its
incorporation.
(k) Beneficial Owner
Following the completion of the assignment of the New Mortgage
Portfolio to the Mortgages Trustee on April 23, 2007, pursuant to
and in accordance with the Mortgage Sale Agreement and pursuant to
and in accordance with the terms of the Mortgages Trust Deed, the
Mortgages Trustee has held the New Mortgage Portfolio, and has held
and will continue to hold, the Mortgage Portfolio on a bare trust
for the benefit of Funding, Funding 2 and NRPLC in undivided shares
absolutely.
(l) Litigation
There are no pending actions, suits or proceedings against or
affecting Funding 2 or the Mortgages Trustee which could
individually or in the aggregate have an adverse effect on the
condition (financial or otherwise), prospects, results of
operations or general affairs of the Mortgages Trustee or Funding 2
(as the case may be) or could adversely affect the ability of the
Mortgages Trustee or Funding 2 (as the case may be) to perform
their respective obligations under the Legal Agreements, or which
are otherwise material in the context of the transaction
contemplated by the Prospectus
25
and, to the best of the knowledge of Funding 2 and the Mortgages
Trustee, no such actions, suits or proceedings are threatened or
contemplated.
(m) No Prior Security
Save as set out in any of the Legal Agreements there exists no
mortgage, lien, pledge or other charge on or over the assets of
Funding 2 or the Mortgages Trustee and, other than the Legal
Agreements, neither Funding 2 nor the Mortgages Trustee has entered
into any indenture or trust deed.
(n) Security for the Loan Tranches under the Global Loan Facility
Funding 2's obligations under, inter alia, the Global Intercompany
Loan Agreement will be secured in the manner provided in the
Funding 2 Deed of Charge and with the benefit of the charges,
covenants and other security provided for therein including,
without limitation, (i) a first fixed charge over and assignment by
way of security of Funding 2's share of the Trust Property (as
defined in the Mortgages Trust Deed); (ii) an assignment by way of
first fixed security of all of Funding 2's right, title, interest
and benefit in the Mortgage Sale Agreement, the Mortgages Trust
Deed, the Administration Agreement, the Global Intercompany Loan
Agreement, the Start-Up Loan Agreement, the Funding 2 Guaranteed
Investment Contract, the Corporate Services Agreement, the Cash
Management Agreement, the Funding 2 Bank Account Agreement and any
other of the Legal Agreements (excluding all of Funding 2's right,
title, interest and benefit in the Funding 2 Deed of Charge) to
which Funding 2 is a party); (iii) a first fixed charge (which may
take effect as a floating charge) of Funding 2's right, title,
interest and benefit in the Funding 2 Bank Accounts; (iv) a first
fixed charge (which may take effect as a floating charge) of
Funding 2's right, title, interest and benefit in all Authorized
Investments purchased with moneys standing to the credit of the
Funding 2 Bank Accounts; and (v) a first floating charge over all
the assets and the undertaking of Funding 2 which are not
effectively subject to a fixed charge or assignment by way of
security (including all the assets and undertakings of Funding 2
which are situated in or governed by the laws of Scotland).
(o) Investment Company Act
Neither Funding 2 nor the Mortgages Trustee is an "investment
company" as defined in the Investment Company Act, and the offer
and sale of the Notes in the United States will not subject Funding
2 or the Mortgages Trustee to registration under, or result in a
violation of, the Investment Company Act.
(p) United States Income Tax
Neither Funding 2 nor the Mortgages Trustee will engage in any
activities in the United States (directly or through agents),
derive any income from United States sources as determined under
the Code, or hold any property if doing so would cause it to be
engaged or deemed to be engaged in a trade or business within the
United States as determined under the Code.
(q) Accountants
PricewaterhouseCoopers LLP are a registered public accounting firm
and independent with respect to Funding 2 within the meaning of the
Securities Act.
26
(r) Legal Agreements
The representations and warranties given by Funding 2 and the
Mortgages Trustee in the Legal Agreements are true and accurate,
and the description of the Legal Agreements as set out in the
Prospectus is true and correct in all material respect.
Unless otherwise indicated, the representations and warranties set out in
this Clause 6 shall be made on the date of the Prospectus and, if
different, the date of this Agreement.
7. REPRESENTATIONS AND WARRANTIES OF NRPLC
NRPLC represents and warrants to, and agrees with, the Underwriters and
each of them and, in the case of the matters referred to in Clause 7(f)
below, to and with the Mortgages Trustee that:
(a) Incorporation, Capacity and Authorization
It is a public limited company duly incorporated and validly
existing under the laws of England and Wales, with full power and
authority to conduct its business as described in the Prospectus,
to execute this Agreement and the Legal Agreements to which it is a
party and to undertake and perform the obligations expressed to be
assumed by it herein and therein and has taken all necessary action
to approve and authorize the same and is lawfully qualified to do
business in England and Wales; and NRPLC has not taken any
corporate action nor (to the best of its knowledge and belief) have
any other steps been taken or legal proceedings been started or
threatened against it for its winding-up, dissolution or
reorganization or for the appointment of a receiver, administrator,
administrative receiver or similar officer of it or of any or all
of its assets or revenues; and it is not in liquidation.
(b) Validity of Legal Agreements
This Agreement has been duly authorized, executed and delivered by
NRPLC and constitutes, and the other Legal Agreements to which
NRPLC is a party will be duly authorized by NRPLC prior to the
Closing Date and on the Closing Date will constitute, legal, valid
and binding obligations of NRPLC, enforceable against NRPLC in
accordance with their respective terms, subject as to
enforceability to applicable bankruptcy, insolvency,
reorganization, conservatorship, receivership, liquidation or other
similar laws affecting the enforcement of creditors rights
generally and to general equitable principles.
(c) Related Security
NRPLC has not received notice of, and no solicitor employed in the
NRPLC Solicitors' Department is actually aware of, any material
litigation or claim, of any pending material litigation or claim,
calling into question NRPLC's title to any Related Security or the
value of any security therefor or its right to assign any such
Related Security to the Mortgages Trustee.
(d) Consents
All consents, approvals and authorizations of all United Kingdom
regulatory authorities required on the part of NRPLC for or in
connection with the execution and performance of the transactions
contemplated by the Legal Agreements to which
27
NRPLC is a party have been, or will be prior to the Closing Date
be, obtained and are, or will prior to the Closing Date be, in full
force and effect including, without limiting the generality of the
foregoing, NRPLC having received a standard license under the
Consumer Credit Act 1974 and NRPLC being registered under the DPA.
(e) Compliance
The authorization of the terms and conditions of this Agreement,
the execution and delivery of the Legal Agreements to which NRPLC
is a party, the implementation of the transactions contemplated by
such Legal Agreements and compliance with the terms of such Legal
Agreements do not and will not (i) conflict with, or result in a
breach of, any of the terms or provisions of, or constitute a
default under, the Memorandum and Articles of Association of NRPLC,
or any agreement or instrument to which NRPLC is a party or by
which it or any of its assets or properties is bound, where such
breach or default might have a material adverse effect in the
context of the issue of the Notes; or (ii) infringe any existing
applicable law, rule, regulation, judgment, order or decree of any
government, governmental body or court having jurisdiction over
NRPLC or any of its assets or properties; or (iii) result in the
creation or imposition of any mortgage, charge, pledge, lien or
other security interest on any of its assets or properties, other
than those created in, or imposed by, the Legal Agreements
themselves.
(f) No Material Misstatements or Omissions
(I) The conditions to the use of a registration statement on Form
S-3 under the Securities Act have been satisfied. The Registration
Statement, at the time it became effective, any post-effective
amendment thereto, at the time it became effective, the Initial
Preliminary Prospectus, as of its date, the Revised Preliminary
Prospectus, as of its date, and the Prospectus, as of the date of
the Prospectus Supplement, complied and on the Closing Date will
comply in all material respects with the applicable requirements of
the Securities Act and the Rules and Regulations and the Trust
Indenture Act and the rules and regulations of the Commission
thereunder. The Registration Statement, as of the applicable
effective date as to each part of the Registration Statement and
any amendment thereto pursuant to Rule 430B(f)(2) under the Act,
did not include any untrue statement of a material fact and did not
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that NRPLC makes no representations, warranties or
agreements as to: (i) that part of the Registration Statement which
constitutes the Statement of Eligibility and Qualification (Form
T-1) of the Note Trustee under the Trust Indenture Act, and (ii)
statements or omissions in the Registration Statement made in
reliance upon and in conformity with the Underwriter Information;
(II) the Initial Preliminary Prospectus (except for the omission of
any pricing related information and any information relating to an
Issuer Swap Provider, the Conditional Purchaser or the Remarketing
Bank), as of its date and as of the Time of Sale, did not contain
an untrue statement of a material fact and did not omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that NRPLC makes no representations,
warranties or agreements as to statements or omissions in the
Initial Preliminary Prospectus made in reliance upon and in
conformity with the Underwriter Information;
28
(III) the Revised Preliminary Prospectus (except for the omission
of any pricing related information), as of its date and as of the
Time of Sale, did not contain an untrue statement of a material
fact and did not omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that
NRPLC makes no representations, warranties or agreements as to
statements or omissions in the Revised Preliminary Prospectus made
in reliance upon and in conformity with the Underwriter
Information;
(IV) the information and statements contained in the Investor
Presentation, as of May 7, 2007 and as of the Time of Sale, did not
contain an untrue statement of a material fact and did not omit to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading;
(V) the Prospectus, as of the date of the Prospectus Supplement and
as of the Closing Date, did not and will not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided, however, that NRPLC makes no representations, warranties
or agreements as to statements or omissions in the Prospectus (or
any amendment or supplement thereto) made in reliance upon and in
conformity with the Underwriter Information; and
(VI) the documents incorporated by reference in the Initial
Preliminary Prospectus, the Revised Preliminary Prospectus and the
Prospectus, when they were filed with the Commission under the
Exchange Act, conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; and any further documents so filed and incorporated by
reference in the Prospectus, when such documents are filed with the
Commission, will conform in all material respects to the
requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; provided, however, that NRPLC makes no representation,
warranty or agreement as to the documents incorporated by reference
under the heading "The issuer swap provider" and "The conditional
purchaser" in the Revised Preliminary Prospectus and the
Prospectus.
(g) Beneficial Owner
Following the completion of the assignment of the New Mortgage
Portfolio to the Mortgages Trustee on April 23, 2007, pursuant to
and in accordance with the Mortgage Sale Agreement and pursuant to
and in accordance with the terms of the Mortgages Trust Deed, the
Mortgages Trustee has held the New Mortgage Portfolio and has held
and will continue to hold the Mortgage Portfolio on a bare trust
for the benefit of Funding, Funding 2 and NRPLC in undivided shares
absolutely.
(h) Litigation
It is not a party to, and no solicitor in NRPLC's Solicitors'
Department is actually aware of, any actions, suits or proceedings
in relation to claims or amounts which could, if determined
adversely to NRPLC, materially adversely affect NRPLC's ability to
perform its obligations under the Legal Agreements.
29
(i) Mortgage Sale Agreement and Mortgages Trust Deed
The representations and warranties given by NRPLC in the Mortgage
Sale Agreement are true and accurate in all material respects as
when stated to be made and the representations and warranties given
by NRPLC in the Mortgages Trust Deed are true and accurate in all
material respects as when stated to be made.
Unless otherwise indicated, the representations and warranties set out in
this Clause 7 shall be made on the date of the Prospectus and, if
different, the date of this Agreement.
8. COVENANTS OF THE MASTER ISSUER, FUNDING 2, THE MORTGAGES TRUSTEE AND
NRPLC
8.1 Each of the Master Issuer and, where expressly provided, Funding 2, the
Mortgages Trustee and NRPLC severally (and not jointly) covenants to, and
agrees each for itself with, the Underwriters and each of them that:
(a) The Registration Statement
The Master Issuer, Funding 2 and the Mortgages Trustee will (i)
file with the Commission the final Prospectus (in a form approved
by the Underwriters) pursuant to Rule 424(b) under the Securities
Act not later than the relevant time period prescribed therein,
(ii) make no further amendment to the Registration Statement or
supplement to the Prospectus prior to the Closing Date except as
permitted herein, (iii) advise the Underwriters, promptly after
they receive notice thereof, of the time, during the period a
Prospectus is required to be delivered in connection with the offer
and sale of the US Notes, when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed with the
Commission, (iv) furnish the Underwriters with copies thereof for
their review prior to filing and not to file any such proposed
amendment or supplement to which the Underwriters reasonably object
and (v) provide evidence satisfactory to the Underwriters of such
timely filing(s).
(b) Signed Prospectus
The Master Issuer will deliver to the Underwriters, without charge,
on the date of this Agreement and during the Prospectus Delivery
Period, such number of copies of the Prospectus (including all
amendments and supplements thereto) as the Underwriters may
reasonably request, and the Master Issuer will furnish to the
Underwriters on the date of this Agreement four copies of the
Prospectus signed by a duly authorized director of the Master
Issuer. The Master Issuer will also promptly furnish each
Underwriter (to the extent not already furnished) and its counsel
one signed copy of the Registration Statement as originally filed
and each amendment or supplement thereto, including all consents
and exhibits filed therewith and all documents incorporated by
reference therein. As used herein, the term "Prospectus Delivery
Period" means such period of time after the first date of the
public offering of the US Notes as in the opinion of counsel for
the Underwriters a prospectus relating to the US Notes is required
by law to be delivered in connection with sales of the US Notes by
any Underwriter or dealer.
30
(c) Notify Material Omission
If, during such period of time after the first date of the public
offering of the US Notes that a prospectus is required by law to be
delivered in connection with offers and sales by the Underwriters
or any dealer, (i) any event shall have occurred as a result of
which the Prospectus, as then amended or supplemented, would
include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such
Prospectus is delivered, not misleading, or (ii) if for any other
reason it shall be necessary to amend or supplement the
Registration Statement or the Prospectus or to file under the
Exchange Act any document incorporated by reference in the
Registration Statement or the Prospectus in order to comply with
the Securities Act or the Exchange Act, then the Master Issuer will
promptly (A) notify the Underwriters, (B) prepare and file with the
Commission any amendment or supplement to the Registration
Statement or the Prospectus which corrects such statement or
omission or effects such compliance, and (C) furnish without charge
to the Underwriters as many copies as the Underwriters may
reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect
such compliance. The provisions of Clauses 5(a), 5(b), 5(c), 5(o),
6(a), 6(b), 6(c), 7(a) and 7(f) shall be deemed to be repeated by,
as applicable, the Master Issuer, Funding 2, the Mortgages Trustee
and NRPLC (as applicable) as of the date of each such amended or
supplemented Prospectus on the basis that each reference to
"Prospectus" in such provisions of Clauses 5, 6 and 7 shall be
deemed to be a reference to the Prospectus as amended or
supplemented as of such date.
(d) Notify Change
Without prejudice to its obligations under Clause 8.1(c), the
Master Issuer will notify the Underwriters promptly of any change
affecting any of its representations, warranties, covenants,
agreements or indemnities in this Agreement at any time prior to
payment of the gross underwriting proceeds for the Notes being made
to the Master Issuer on the Closing Date and will take such steps
as may be reasonably requested by the Underwriters to remedy and/or
publicize the same.
(e) Official Announcements
Between the date of this Agreement and the Closing Date (both dates
inclusive) none of NRPLC, the Master Issuer, Funding 2 or the
Mortgages Trustee will, without the prior approval of the
Underwriters (such approval not to be unreasonably withheld or
delayed), make any official announcement which would have an
adverse effect on the marketability of the US Notes.
(f) Stamp Duty
(i) The Master Issuer will pay any stamp duty, issue,
registration, documentary or other taxes of a similar nature
and duties that it is required to pay under any obligation in
the Legal Agreements to which it is a party payable in the
United Kingdom, Belgium, Luxembourg or the United States,
including interest and penalties, in connection with the
creation, issue, distribution and offering of the Notes, or
in connection with the execution, delivery or enforcement of
any of the Legal Agreements to which it is a party together
with any value added, turnover or similar tax payable in
respect of that
31
amount (and references in this Agreement to such amount shall
be deemed to include any such taxes so payable in addition to
it);
(ii) Funding 2 will pay any stamp duty, issue, registration,
documentary or other taxes of a similar nature and duties
that it is required to pay under any obligation in the Legal
Agreements to which it is a party payable in the United
Kingdom or the United States, including interest and
penalties, or in connection with the execution, delivery or
enforcement of any of the Legal Agreements to which it is a
party (other than in respect of the execution, delivery or
enforcement of the Mortgages Trust Deed and any Legal
Agreement to which the Master Issuer is a party) together
with any value added, turnover or similar tax payable in
respect of that amount (and references in this Agreement to
such amount shall be deemed to include any such taxes so
payable in addition to it); and
(iii) The Mortgages Trustee will pay any stamp duty, issue,
registration, documentary or other taxes of a similar nature
and duties that it is required to pay under any obligation in
the Legal Agreements to which it is a party payable in the
United Kingdom, Jersey, Channel Islands or the United States,
including interest and penalties, or in connection with the
execution, delivery or enforcement of the Mortgages Trust
Deed (including any amendment thereto) and the Mortgage Sale
Agreement (including any amendment thereto) (together with
any value added, turnover or similar tax payable in respect
of that amount (and references in this Agreement to such
amount shall be deemed to include any such taxes so payable
in addition to it)) but will be promptly reimbursed an amount
equal to any such payments by the Beneficiaries in accordance
with the terms of the Mortgages Trust Deed.
(g) United States Income Tax
The Master Issuer will not engage in any activities in the United
States (directly or through agents), will not derive any income
from United States sources as determined under the Code and will
not hold any property if doing so would cause it to be engaged or
deemed to be engaged in a trade or business within the United
States as determined under the Code.
(h) Payment of Fees, Charges, Costs and Duties
(i) Without prejudice to the generality of Clause 10.1, the
Master Issuer will pay all and any fees, charges, costs and
duties and any stamp and other similar taxes or duties that
it is required to pay under the Legal Agreements to which it
is a party, including interest t 18 12 18 and penalties,
arising from or in connection with the creation of the
security for the Notes and the obligations of the Master
Issuer under the Supplemental Issuer Trust Deed and for the
other amounts to be secured as contemplated by the Issuer
Deed of Charge (as amended by the Issuer Deed of Accession),
and the perfection of such security at any time;
(ii) Without prejudice to the generality of Clause 10.1, Funding 2
will pay all and any fees, charges, costs and duties and any
stamp and other similar taxes or duties that it is required
to pay under the Legal Agreements to which it is a party,
including interest and penalties, arising from or in
connection with the creation of the security for the Loan
Tranches under the Global Loan Facility
32
and for the other amounts to be secured as contemplated by
the Funding 2 Deed of Charge and the perfection of such
security at any time; and
(iii) Without prejudice to the generality of Clause 10.1, the
Mortgages Trustee will pay all and any fees, charges, costs
and duties and any stamp and other similar taxes or duties
that it is required to pay under the Legal Agreements to
which it is a party, including interest and penalties,
arising from or in connection with the purchase of the
Related Security (and related property and rights) excluding
H.M. Land Registry fees and/or Registers of Scotland fees (as
applicable) (it being agreed that registration or recording
at H.M. Land Registry and/or the Registers of Scotland (as
applicable) of the transfer of the Related Security to the
Mortgages Trustee will not be applied for except in the
circumstances specified in the Administration Agreement); but
on the basis that the Mortgages Trustee will be reimbursed
such fees, charges, costs and duties and any stamp and other
similar taxes or duties (including interest and penalties) by
the Beneficiaries pursuant to the terms of the Mortgages
Trust Deed.
(i) Perform All Required Actions
On or prior to the Closing Date each of NRPLC, the Master Issuer,
Funding 2 and the Mortgages Trustee will do all things reasonably
within each of their respective powers and required of each of them
on such date under the terms of the Legal Agreements to which each
is a party.
(j) Review of Related Security
NRPLC will deliver to the Underwriters on or about the date of this
Agreement a letter (referred to as the auditors' pool audit report)
addressed to the Underwriters or their affiliates (relating to the
review by PricewaterhouseCoopers LLP of the Mortgage Loans and
their Related Security) dated on or about the date of this
Agreement in the agreed form addressed to NRPLC and the
Underwriters from PricewaterhouseCoopers LLP.
(k) Conditions Precedent
The Master Issuer will use all reasonable endeavors to procure
satisfaction on or before the Closing Date of the conditions
referred to in Clause 9 of this Agreement.
(l) Issuer Cash Management Agreement
The Master Issuer will use all reasonable endeavors to procure that
NRPLC complies with its obligations under the Issuer Cash
Management Agreement.
(m) Administration Agreement
Funding 2 and the Mortgages Trustee will use all reasonable
endeavors to procure that NRPLC complies with its obligations under
the Administration Agreement.
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(n) Charges and Security Interests
(i) The Master Issuer will procure that each of the charges and
other security interests created by or contained in the
Issuer Deed of Accession is registered within all applicable
time limits in all appropriate registers; and
(ii) Funding 2 will procure that each of the charges and other
security interests created by or contained in the Funding 2
Deed of Charge is registered within all applicable time
limits in all appropriate registers.
(o) Ratings
None of NRPLC, the Master Issuer, Funding 2 or the Mortgages
Trustee will take, or cause to be taken, any action and none of
them will permit any action to be taken which it knows or has
reason to believe would result in the US Notes not being assigned
an AAA rating for the Series 2007-2 Class 1A1 Notes, the Series
2007-2 Class 2A1 Notes, the Series 2007-2 Class 3A1 Notes and the
Series 2007-2 Class 4A1 Notes, an AA rating for the Series 2007-2
Class 1B1 Notes, the Series 2007-2 Class 2B1 Notes and the Series
2007-2 Class 3B1 Notes, an A rating for the Series 2007-2 Class 1M1
Notes and the Series 2007-2 Class 2M1 Notes and a BBB rating for
the Series 2007-2 Class 2C1 Notes by Fitch Ratings Ltd. ("Fitch
Ratings"); an Aaa rating for the Series 2007-2 Class 1A1 Notes, the
Series 2007-2 Class 2A1 Notes, the Series 2007-2 Class 3A1 Notes
and the Series 2007-2 Class 4A1 Notes, an Aa3 rating for the Series
2007-2 Class 1B1 Notes, the Series 2007-2 Class 2B1 Notes and the
Series 2007-2 Class 3B1 Notes, an A2 rating for the Series 2007-2
Class 1M1 Notes, the Series 2007-2 Class 2M1 Notes and a Baa2
rating for the Series 2007-2 Class 2C1 Notes by Moody's Investors
Service Limited ("Moody's"); and an AAA rating for the Series
2007-2 Class 1A1 Notes, the Series 2007-2 Class 2A1 Notes, the
Series 2007-2 Class 3A1 Notes and the Series 2007-2 Class 4A1
Notes, an AA rating for the Series 2007-2 Class 1B1 Notes, the
Series 2007-2 Class 2B1 Notes and the Series 2007-2 Class 3B1
Notes, an A rating for the Series 2007-2 Class 1M1 Notes and the
Series 2007-2 Class 2M1 Notes and a BBB rating for the Series
2007-2 Class 2C1 Notes by Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. ("Standard & Poor's").
(p) Legal Agreements
Prior to closing on the Closing Date none of NRPLC, the Master
Issuer, Funding 2 or the Mortgages Trustee will amend the terms of
the executed Legal Agreements, nor execute any of the other Legal
Agreements other than in the agreed form, without the consent of
the Underwriters (such consent not to be unreasonably withheld or
delayed).
(q) Commission Filings
The Master Issuer, Funding 2 and the Mortgages Trustee will file,
in a timely manner, with the Commission during any period during
which a prospectus relating to the Notes is required to be
delivered under the Securities Act until three months after the
Closing Date (the "Marketing Period"), all documents (and any
amendments to previously filed documents) required to be filed by
them pursuant to Sections 13(a), 13(c) or 15(d) of the Exchange
Act; provided that none of the Master Issuer, Funding 2 or the
Mortgages Trustee will file any such document or amendment unless
the Master Issuer, Funding 2 and the Mortgages Trustee have
furnished the Underwriters
34
with copies for their review prior to filing and none of them will
file any such proposed document or amendment until the Underwriters
have been consulted and given a reasonable opportunity to comment
on such document or amendment.
(r) Copies of Filings and Commission
If during the Marketing Period there is (i) any amendment to the
Registration Statement, (ii) any amendment or supplement to the
Prospectus, or (iii) any material document filed by the Master
Issuer, Funding 2 or the Mortgages Trustee with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
including but not limited to (A) any interim or any report
submitted to the Commission on Form 8-K or Form 10-K under the
Exchange Act and the rules and regulations thereunder or (B) any
amendment of or supplement to any such document, the Master Issuer,
Funding 2 and the Mortgages Trustee, as the case may be, will
furnish a copy thereof to each Underwriter, and counsel to the
Underwriters.
(s) Notice to Underwriters of Certain Events
During the Marketing Period, the Master Issuer will advise the
Underwriters immediately (i) when any post-effective amendment to
the Registration Statement becomes effective, (ii) of any request
by the Commission whether written or oral, for an amendment or
supplement to the Registration Statement, to any Prospectus or to
any material document filed by the Master Issuer, Funding 2 or the
Mortgages Trustee with or submitted to the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and the
rules and regulations thereunder or for any additional information
and the Master Issuer, Funding 2 and the Mortgages Trustee will
afford the Underwriters a reasonable opportunity to comment on any
such proposed amendment or supplement, (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or any part thereof or the initiation or
threat of any stop order proceeding or of any challenge to the
accuracy or adequacy of the Prospectus or any document incorporated
by reference therein, (iv) of receipt by NRPLC or the Master Issuer
of any notification with respect to the suspension of the
qualification of the US Notes for sale in any jurisdiction or the
initiation or threat of any proceeding for that purpose and (v) of
any downgrading in the rating of the Notes or any debt securities
of NRPLC or the Master Issuer by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule
436(g) under the Securities Act), or if any such organisation shall
have informed NRPLC or the Master Issuer or made any public
announcement that any such organisation has under surveillance or
review its rating of any debt securities of NRPLC or the Master
Issuer (other than an announcement with positive implications of a
possible upgrading, and no implication of a possible downgrading of
such rating) as soon as such announcement is made or NRPLC or the
Master Issuer is so informed.
(t) Stop Orders
The Master Issuer will use its best efforts to prevent the issuance
of any stop order or the suspension of any qualification and if,
during the Marketing Period, the Commission shall issue a stop
order suspending the effectiveness of the Registration Statement or
such qualification of the US Notes for sale in any jurisdiction is
suspended, the Master Issuer will make every reasonable effort to
obtain the lifting of that order or suspension at the earliest
possible time.
35
(u) Blue Sky Qualifications
The Master Issuer will co-operate with the Underwriters to qualify
the US Notes for offering and sale under the securities laws of
such jurisdictions of the United States as the Underwriters may
designate, to maintain such qualifications in effect for as long as
may be required for the distribution of the US Notes and to file
such statements and reports as may be required by the laws of each
jurisdiction in which the US Notes have been qualified as above
provided that in connection therewith the Master Issuer shall not
be required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction or to
take any other action that would subject it to service of process
in suits in any jurisdiction other than those arising out of the
offering or sale of the US Notes in such jurisdiction or to
register as a dealer in securities or to become subject to taxation
in any jurisdiction.
8.2 NRPLC covenants to and agrees with the Underwriters and each of them
that:
(a) Notify Change
NRPLC will notify the Underwriters promptly of any change affecting
any of its representations, warranties, covenants, agreements or
indemnities in this Agreement at any time prior to payment of the
gross underwriting proceeds of the Notes being made to the Master
Issuer on the Closing Date and will take such steps as may be
reasonably requested by the Underwriters to remedy and/or publicize
the same. In the event that the Prospectus is amended or
supplemented pursuant to Clause 8.1(c) above, then the
representations and warranties contained in Clause 7(f) shall be
deemed to be repeated by NRPLC as of the date of such amended
Prospectus or supplement to the Prospectus, on the basis that each
reference to "Prospectus" in Clause 7(f) shall be deemed to be a
reference to the Prospectus as amended or supplemented as at such
date.
(b) Perform All Required Actions
On or prior to the Closing Date, NRPLC will do all things
reasonably within its power and required of it on such date under
the terms of the Legal Agreements to which it is a party.
(c) Legal Agreements
Prior to closing on the Closing Date NRPLC will not amend the terms
of any of the already executed Legal Agreements, nor execute any of
the other Legal Agreements other than in the agreed form, without
the consent of the Underwriters (such consent not to be
unreasonably withheld or delayed).
8.3 Written Communications
(a) The following terms have the specified meanings for purposes of
this Agreement:
"Bloomberg Submission" means the pricing material (in electronic
form) sent via Bloomberg e-mail by the Underwriters to investors;
provided, that references to Bloomberg Submission in this Agreement
shall mean the final pricing information accurately displayed on
Bloomberg;
36
"Free Writing Prospectus" means and includes any information
relating to the US Notes disseminated by the Master Issuer or any
Underwriter that constitutes a "free writing prospectus" within the
meaning of Rule 405 under the Securities Act;
"Issuer Information" means (1) the information contained in any
Underwriter Free Writing Prospectus (as defined below) which
information is also included in the Initial Preliminary Prospectus
or the Revised Preliminary Prospectus (other than Underwriter
Information), (2) information in the Initial Preliminary Prospectus
or the Revised Preliminary Prospectus or provided by the Master
Issuer, Funding 2, the Mortgages Trustee or NRPLC that is used to
calculate or create any Derived Information, in each case in its
final form and as filed under Rule 433 under the Securities Act and
(3) any computer tape or data in respect of the US Notes or the
related Mortgage Loans furnished by the Master Issuer, Funding 2,
the Mortgages Trustee or NRPLC to any Underwriter; and
"Derived Information" means such written information regarding the
US Notes as is disseminated by any Underwriter to a potential
investor, which information is neither (1) Issuer Information nor
(2) contained in the Registration Statement, the Initial
Preliminary Prospectus, the Revised Preliminary Prospectus, the
Prospectus or any amendment or supplement to any of them, taking
into account information incorporated therein by reference (other
than information incorporated by reference from any information
regarding the US Notes that is disseminated by any Underwriter to a
potential investor).
(b) The Master Issuer will not disseminate to any potential investor
any information relating to the US Notes that constitutes a
"written communication" within the meaning of Rule 405 under the
Securities Act, other than the Time of Sale Information and the
Prospectus, unless the Master Issuer has obtained the prior consent
of the Underwriters (which consent will not be unreasonably
withheld).
(c) Neither the Master Issuer nor any Underwriter shall disseminate or
file with the Commission any information relating to the US Notes
in reliance on Rule 167 or 426 under the Securities Act, nor shall
the Master Issuer or any Underwriter disseminate any Underwriter
Free Writing Prospectus (as defined below) "in a manner reasonably
designed to lead to its broad unrestricted dissemination" within
the meaning of Rule 433(d) under the Securities Act.
(d) The Master Issuer and the Underwriters each agree that any Free
Writing Prospectus prepared by it shall comply in all material
respects with the Securities Act and the Rules and Regulations and
shall bear the following legend, or a substantially similar legend
that complies with Rule 433 under the Securities Act:
The issuing entity has filed a registration statement (including a
prospectus) with the Commission for the offering to which this
communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the
depositor has filed with the Commission for more complete
information about the issuing entity and this offering. You may get
these documents for free by visiting EDGAR on the Commission Web
site at www.sec.gov. Alternatively, the issuing entity, any
underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by calling
toll-free _________.
(e) In the event the Master Issuer or NRPLC becomes aware that, as of
the Time of Sale, any Time of Sale Information contains or
contained any untrue statement of material
37
fact or omits or omitted to state a material fact necessary in
order to make the statements contained therein (when read in
conjunction with all Time of Sale Information) in the light of the
circumstances under which they were made, not misleading (a
"Defective Prospectus"), the Master Issuer or NRPLC shall promptly
notify the Underwriters of such untrue statement or omission no
later than one business day after discovery and the Master Issuer
shall, if requested by the Underwriters, prepare and deliver to the
Underwriters a Corrected Prospectus.
(f) In the event that any Underwriter shall incur any costs to any
investor in connection with the reformation of the Contract of Sale
with such investor that received a Defective Prospectus, the Master
Issuer agrees to reimburse such Underwriter for such costs.
(g) Each Underwriter represents, warrants, covenants and agrees with
the Master Issuer that:
(i) Other than the Investor Presentation, the Initial
Preliminary Prospectus, the Revised Preliminary
Prospectus and the Prospectus, it has not made, used,
prepared, authorized, approved or referred to and will
not prepare, make, use, authorize, approve or refer to
any "written communication" (as defined in Rule 405
under the Securities Act) that constitutes an offer to
sell or solicitation of an offer to buy the US Notes;
provided, however, that (A) each Underwriter may
prepare and convey one or more "written
communications" (as defined in Rule 405 under the
Securities Act) containing no more than the following:
(1) information included in the Initial Preliminary
Prospectus or the Revised Preliminary Prospectus with
the consent of the Master Issuer, (2) information
relating to the class, size, rating, price, CUSIPs,
coupon, yield, spread, benchmark, status and/or legal
maturity date of the US Notes, the weighted average
life, expected final payment date, the trade date and
payment window of one or more classes of US Notes and
any credit enhancement expected to be provided with
respect to the US Notes, (3) the eligibility of the US
Notes to be purchased by ERISA plans, (4) a column or
other entry showing the status of the subscriptions
for the US Notes (both for the issuance as a whole and
for each Underwriter's retention) and/or expected
pricing parameters of the US Notes and (5) any "ABS
informational and computational materials" as defined
in Item 1101(a) of Regulation AB under the Securities
Act (each such written communication, an "Underwriter
Free Writing Prospectus"); (B) unless otherwise
consented to by the Master Issuer, no Underwriter Free
Writing Prospectus shall be conveyed if, as a result
of such conveyance, the Master Issuer shall be
required to make any registration or other filing
solely as a result of such Underwriter Free Writing
Prospectus pursuant to Rule 433(d) under the
Securities Act other than the filing of the final
terms of the US Notes pursuant to Rule 433(d)(5)(ii)
of the Securities Act; and (C) each Underwriter will
be permitted to provide information (including the
Bloomberg Submission) customarily included in
confirmations of sale of securities and notices of
allocations and information delivered in compliance
with Rule 134 under the Securities Act.
(ii) If a Defective Prospectus has been corrected with a
Corrected Prospectus, it shall comply with the
requirements for reformation of the
38
original Contract of Sale, as described in Section
IV.A.2.c. of the Commission's Securities Offering
Reform Release No. 33-8591.
(h) The Master Issuer agrees to file with the Commission when required
under the Rules and Regulations the following:
(i) any Free Writing Prospectus that is included in the Time of
Sale Information (any such Free Writing Prospectus, an
"Issuer Free Writing Prospectus");
(ii) subject to the Underwriters' compliance with Clause 8.3(g),
any Underwriter Free Writing Prospectus at the time required
to be filed; and
(iii) any Free Writing Prospectus for which the Master Issuer or
any person acting on its behalf provided, authorized or
approved information that is prepared and published or
disseminated by a person unaffiliated with the Master Issuer
or any other offering participant that is in the business of
publishing, radio or television broadcasting or otherwise
disseminating communications.
(i) NRPLC, Funding 2 and the Mortgages Trustee will cause any Issuer
Free Writing Prospectus with respect to the US Notes to be filed
with the Commission to the extent required by Rule 433 under the
Securities Act.
(j) Notwithstanding the provisions of Clauses 8.3(h) and 8.3(i), the
Master Issuer, Funding 2, the Mortgages Trustee and NRPLC will not
be required to file any Free Writing Prospectus that does not
contain substantive changes from or additions to a Free Writing
Prospectus previously filed with the Commission.
9. CONDITIONS PRECEDENT
9.1 The obligation of the Underwriters under this Agreement to subscribe for
the US Notes is subject to the following conditions precedent:
(a) The Registration Statement
(i) If a post-effective amendment is required to be filed with
the Commission, such post-effective amendment shall have
become effective not later than 9:00 a.m. New York City time
on the date hereof;
(ii) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any
such supplement, will be filed in the manner and within the
applicable time period prescribed for such filing by Rule
424(b) and in accordance with Clause 5(a) hereof; and
(iii) No stop order suspending the effectiveness of the
Registration Statement or any post-effective amendment shall
be in effect, and no proceedings for such purpose shall be
pending before or threatened by the Commission.
(b) Execution of Legal Agreements and the Global Notes
The execution and delivery by all parties thereto of the Legal
Agreements and the Global Notes representing each class of the US
Notes on or prior to the Closing Date.
39
(c) Admission to Trading
The US Notes having been admitted to the Official List, on the
Market and the London Stock Exchange having agreed to admission of
the US Notes to trading on the Market on or about the Closing Date.
(d) Legal Opinions
On or prior to the Closing Date, there having been delivered to the
Master Issuer, the Underwriters, the Note Trustee and the Issuer
Security Trustee copies of the following, in form and substance
satisfactory to the Underwriters, the Note Trustee, the Issuer
Security Trustee and the Rating Agencies, dated the Closing Date:
(i) Opinions of Sidley Austin (UK) LLP, legal and tax advisers as
to English law and legal counsel as to US federal securities
law and New York law to NRPLC, addressed to NRPLC, the
Mortgages Trustee, Funding 2, the Master Issuer, the
Underwriters, the Dealers, the Note Trustee and the Issuer
Security Trustee;
(ii) A disclosure letter of Sidley Austin (UK) LLP, legal counsel
as to US federal securities law to NRPLC, addressed to the
Underwriters;
(iii) An opinion of Sidley Austin LLP, tax counsel as to US federal
income tax law, addressed to the Underwriters;
(iv) An opinion of Mourant du Feu & Jeune, legal advisers as to
Jersey law to the Mortgages Trustee, addressed to Funding 2,
the Mortgages Trustee, the Underwriters, the Dealers, the
Note Trustee and the Issuer Security Trustee;
(v) An opinion of Tods Murray LLP, legal advisers as to Scots law
to NRPLC, addressed to NRPLC, the Mortgages Trustee, Funding
2, the Master Issuer, the Underwriters, the Dealers, the Note
Trustee and the Issuer Security Trustee;
(vi) A disclosure letter of Allen & Overy LLP, legal advisers as
to US federal securities law to the Underwriters and the
Dealers, addressed to the Underwriters and the Dealers; and
(vii) An opinion of in-house counsel for each Issuer Swap Provider,
addressed to the Issuer, the Note Trustee, the Issuer
Security Trustee, NRPLC and the Underwriters.
(e) Auditors' Letter
There having been addressed and delivered to the Underwriters (i) a
letter, dated on or about the date of this Agreement, in form and
substance satisfactory to the Underwriters, containing statements
and information of the type ordinarily included in auditors'
"comfort letters" with respect to certain financial, statistical
and other information contained in the Initial Preliminary
Prospectus, the Revised Preliminary Prospectus and the Prospectus
from PricewaterhouseCoopers LLP, and (ii) a letter (referred to as
a "bring down letter"), dated the Closing Date, in form and
substance satisfactory to the Underwriters, containing statements
with respect to matters specified in sub-clause (i) above, in each
case from PricewaterhouseCoopers LLP.
40
(f) Additional Auditors' Letter
On or about the date of this Agreement, there having been addressed
and delivered to the Underwriters a letter, in form and substance
satisfactory to the Underwriters, containing statements and
information of the type ordinarily included in auditors' "comfort
letters" with respect to certain financial, statistical and other
information contained in the Investor Presentation, the Initial
Preliminary Prospectus, the Revised Preliminary Prospectus and the
Prospectus from KPMG LLP.
(g) Certified Constitutional Documents
On or prior to the Closing Date, there having been delivered to the
Underwriters a copy, certified by a duly authorized director or the
company secretary of, as applicable, the Master Issuer, Funding 2
and the Mortgages Trustee of: (i) the Memorandum and Articles of
Association of each of the Master Issuer, Funding 2 and the
Mortgages Trustee; (ii) the resolution of the Board of Directors of
each of the Master Issuer, Funding 2 and the Mortgages Trustee
authorizing the execution of this Agreement and the other Legal
Agreements and the entry into and performance of the transactions
contemplated thereby; and (iii) in respect of the Master Issuer,
the issue of the Notes and the entry into and performance of the
transactions contemplated thereby.
(h) Accuracy of Representations
At the Closing Date: (i) the representations and warranties of the
Master Issuer, Funding 2, the Mortgages Trustee and NRPLC in this
Agreement being true, accurate and correct at, and as if made on,
the Closing Date and the Master Issuer, Funding 2, the Mortgages
Trustee and NRPLC having performed all of their obligations in the
Legal Agreements to be performed on or before the Closing Date; and
(ii) there having been delivered to the Underwriters a certificate
to that effect signed by a duly authorized officer of, as
applicable, the Master Issuer, Funding 2, the Mortgages Trustee and
NRPLC, dated the Closing Date and confirming that, since the date
of this Agreement, there has been no adverse change, nor any
development involving a prospective adverse change, in or affecting
the operations, properties, financial condition or prospects of the
Master Issuer, Funding 2, the Mortgages Trustee or NRPLC which is
material in the context of the issue of the Notes.
(i) Circumstances for Termination
On or prior to the Closing Date, in the opinion of the Underwriters
(after consultation with NRPLC, if practicable), none of the
circumstances described in Clause 12.1(c) or 12.1(d) having arisen.
(j) Ratings
Receipt of notification from Fitch Ratings, Moody's and Standard &
Poor's that the ratings for the Notes described in the Prospectus
have been assigned either without conditions or subject only to the
execution and delivery on or before the Closing Date of the Legal
Agreements and legal opinions in all material respects in the form
in which they shall then have been executed and delivered on or
prior to the Closing Date, there not having been a public
announcement from any of the above rating agencies that such agency
has revised downwards or withdrawn or placed on review or
"creditwatch" with negative implications or with implications of a
possible change
41
that does not indicate the direction of such possible change (or
other similar publication of formal review by the relevant rating
agency) any existing credit rating assigned to the Notes or the
long term debt of NRPLC.
(k) Other Issues
The Reg S Notes having been or being issued and subscribed and paid
for pursuant to the Subscription Agreement and the Programme
Agreement prior to or contemporaneously with the issue,
subscription and payment for the US Notes hereunder.
(l) Material Adverse Event
There not having been between the date of this Agreement and the
Closing Date any change or any development or event reasonably
likely to involve a prospective change which would, in the
judgement of the Underwriters, be materially adverse to the
financial or trading condition of the Master Issuer, Funding 2, the
Mortgages Trustee or NRPLC from that set forth in the Time of Sale
Information or the Prospectus, or rendering untrue and incorrect
any of the representations and warranties contained in Clauses 5, 6
and 7 as though the said representations and warranties had been
given on the Closing Date with reference to the facts and
circumstances prevailing at that date nor the failure of the Master
Issuer, Funding 2, the Mortgages Trustee or NRPLC to perform each
and every covenant to be performed by it pursuant to the Legal
Agreements, the Mortgage Loans and the Related Security on or prior
to the Closing Date.
(m) Solvency Certificates
(i) The Master Issuer having furnished or caused to be furnished
to the Underwriters and the Note Trustee a solvency
certificate, dated the Closing Date, of a duly authorized
director of the Master Issuer in the agreed form;
(ii) Funding 2 having furnished or caused to be furnished to the
Master Issuer, NRPLC and the Issuer Security Trustee a
solvency certificate, dated the Closing Date, of a duly
authorized director of Funding 2 in the agreed form;
(iii) The Mortgages Trustee having furnished or caused to be
furnished to the Underwriters, the Master Issuer, the Issuer
Security Trustee and NRPLC a solvency certificate, dated the
Closing Date, of a duly authorized director of the Mortgages
Trustee in the agreed form; and
(iv) NRPLC having furnished or caused to be furnished to the
Underwriters, the Master Issuer, the Issuer Security Trustee,
Funding 2 and the Mortgages Trustee a solvency certificate,
dated the Closing Date, of a duly authorized officer or
director of NRPLC in the agreed form.
(n) Mortgage Sale Agreement
All of the steps required by Clause 4 of the Mortgage Sale
Agreement for the purposes of the purchase of a New Mortgage
Portfolio (as defined therein) by the Mortgages Trustee from NRPLC
on the applicable Assignment Date and related rights to be acquired
from NRPLC pursuant thereto having been taken.
42
9.2 Prior to the Closing Date, there shall be furnished to the Underwriters
such further information, certificates, opinions and documents as the
Underwriters may reasonably request.
9.3 If any of the conditions specified in this Clause 9 have not been
fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be reasonably satisfactory in all
material respects in form and substance to the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be
cancelled (provided, however, that the liability of the Master Issuer in
relation to expenses as provided under, or under any arrangements
referred to in, Clause 10 and any liability arising before or in relation
to such termination shall not be cancelled) at, or at any time prior to,
the Closing Date by the Underwriters. Notice of such cancellation shall
be given to the Master Issuer in writing or by telephone or facsimile
confirmed in writing.
9.4 The Underwriters may, in their discretion, waive compliance with the
whole or any part of this Clause 9.
10. EXPENSES
10.1 General Expenses
The Master Issuer covenants to pay or cause to be paid the following
(together with (i) in respect of taxable supplies made to the Master
Issuer, any amount in respect of value added tax or similar tax payable
in respect thereof against production of a valid tax invoice and (ii) in
respect of taxable supplies made to a person other than the Master
Issuer, any amount in respect of Irrecoverable VAT (for the purposes of
this Agreement "Irrevocable VAT" means any amount in respect of VAT
incurred by a party to the Transaction Documents (for the purposes of
this definition, a "Relevant Party") as part of a payment in respect of
which it is entitled to be indemnified under the relevant Transaction
Documents to the extent that the Relevant Party does not or will not
receive and retain a credit or repayment of such VAT as input tax (as
that expression is defined in section 24(1) of the Value Added Tax Act
1994) for the prescribed accounting period (as that expression is used in
section 25(1) of the Value Added Tax Act 1994) to which such input tax
relates) or similar tax payable in respect thereof against production of
a valid tax invoice): (a) the fees, disbursements and expenses of the
Master Issuer's legal advisers and accountants and all other expenses of
the Master Issuer in connection with the issue (including without
limitation any filing fees payable to the Commission in connection with
the registration of the US Notes under the Securities Act and any fees
payable in connection with the qualification of the US Notes for offering
and sale pursuant to any NASD regulatory provisions or under any
applicable United States state securities, Blue Sky or similar laws) and
listing of the Notes (including without limitation, any advertisements
required in connection therewith); the preparation and delivery of each
class of the Notes in global form and (if required) definitive form; the
costs of the initial delivery and distribution of the Notes (including,
without limitation, transportation, packaging and insurance) and the
initial fees and expenses of The Depository Trust Company in relation to
the Notes (excluding any such fees and expenses arising as a result of
any transfer of the Notes); the preparation and printing of the Time of
Sale Information and the Prospectus (in proof, preliminary and final
form) and any amendments and supplements thereto and the mailing and
delivery of copies of this Agreement to the Underwriters; (b) the cost of
printing or reproducing the Legal Agreements and any other documents
prepared in connection with the offering, issue and initial delivery of
the Notes; (c) the fees and expenses of the Note Trustee and the Issuer
Security Trustee (including fees and expenses of legal advisers to the
Note Trustee and the Issuer Security Trustee), the US Paying Agent and
the Agent Bank in
43
each case reasonably incurred in connection with the preparation and
execution of the Legal Agreements and any other relevant documents and
the issue of the Notes and compliance with the Conditions of the Notes;
(d) the fees and expenses incurred or payable in connection with
obtaining a rating for the Notes from Fitch Ratings, Moody's and Standard
& Poor's and annual fees in connection with such rating or any other
rating from such institution for the Notes; (e) the fees and expenses
payable in connection with obtaining and maintaining the admission to
trading of the Notes on the Market; (f) reasonable out-of-pocket expenses
(excluding legal expenses) incurred by the Underwriters in connection
with the transactions contemplated hereby; and (g) any reasonable amount
in respect of the fees and disbursements of the Underwriters' legal
advisers in relation thereto.
10.2 Reimbursement
The Master Issuer will reimburse the Underwriters for all amounts in
connection with the issue of the Notes which it has agreed to pay
pursuant to Clause 10.1.
For the avoidance of doubt, references to costs and expenses in this
Agreement shall be deemed to include, in addition, references to any
irrecoverable UK value added tax payable in respect of such costs and
expenses.
10.3 Gross Underwriting Proceeds
The Master Issuer undertakes that on the Closing Date it will apply the
gross underwriting proceeds for the Notes forthwith in making the
relevant Loan Tranches to Funding 2 pursuant to the terms of the Global
Intercompany Loan Agreement. Funding 2 undertakes that it will apply the
proceeds of such Loan Tranches in accordance with Clause 4.1 (Purpose and
application of a Loan Tranche) of the Global Intercompany Loan Agreement.
11. INDEMNIFICATION
11.1 Issuer, Funding 2, Mortgages Trustee and NRPLC Indemnity
Each of the Master Issuer, Funding 2, the Mortgages Trustee and NRPLC
jointly and severally agrees to indemnify and hold harmless each
Underwriter, the directors, officers, employees and agents of each
Underwriter and each person who controls any Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act (each an "Indemnified Person") against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of
them may become subject, including without limitation any such losses,
claims, damages or liabilities arising under the Securities Act, the
Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Initial Preliminary
Prospectus, the Revised Preliminary Prospectus, the Prospectus, the
Issuer Information or any Issuer Free Writing Prospectus or any
information provided by the Master Issuer or NRPLC to any holder or
prospective purchaser of US Notes (or in any amendment thereof or
supplement thereto) or the Investor Presentation (save in the case of the
Mortgages Trustee, which gives no indemnity herein in relation to the
Investor Presentation) or arise out of or are based upon the omission or
alleged omission to state therein a material fact (excluding, in the case
of the Initial Preliminary Prospectus, the pricing related information
and information relating to an Issuer Swap Provider, the Conditional
Purchaser or the Remarketing Bank omitted therefrom and, in the case of
the Revised Preliminary Prospectus, the pricing related information
omitted therefrom) required to be stated therein or necessary in order to
make the statements
44
therein, in the light of the circumstances under which they were made,
not misleading, and agrees to reimburse each such Indemnified Person, as
incurred, for any legal or other reasonable expenses incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Master Issuer, Funding
2, the Mortgages Trustee and NRPLC will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of
or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in (x) the Registration Statement, the
Initial Preliminary Prospectus, the Revised Preliminary Prospectus
(excluding, in the case of the Initial Preliminary Prospectus, the
pricing related information and information relating to an Issuer Swap
Provider, the Conditional Purchaser or the Remarketing Bank omitted
therefrom and, in the case of the Revised Preliminary Prospectus, the
pricing related information omitted therefrom), the Prospectus, any
Issuer Free Writing Prospectus or the Issuer Information (or any
amendment thereof or supplement thereto) in reliance upon and in
conformity with the Underwriter Information or (y) any Derived
Information or the Bloomberg Submission unless such untrue statement or
alleged untrue statement or omission or alleged omission made in any
Derived Information or the Bloomberg Submission results from an error or
omission in the Initial Preliminary Prospectus, the Revised Preliminary
Prospectus, the Prospectus, the Issuer Information or the Investor
Presentation. The Master Issuer, Funding 2, the Mortgages Trustee and
NRPLC further agree to reimburse each Underwriter and each such
controlling person for any legal and other expenses reasonably incurred
by such Underwriter or controlling person in investigating or defending
or preparing to defend against any such loss, claim, damage, liability or
action, as such expenses are incurred. The foregoing indemnity agreement
is in addition to any liability which the Master Issuer, Funding 2, the
Mortgages Trustee and NRPLC may otherwise have to any Underwriter or any
controlling person of any Underwriter.
No Underwriter or controlling person of any Underwriter shall have any
duty or obligation, whether as fiduciary for any Indemnified Person or
otherwise, to recover any such payment or to account to any other person
for any amounts paid to it under this Clause 11.1.
The foregoing shall be subject to the following:
(a) Any right which at any time the Mortgages Trustee has under the
existing or future laws of Jersey whether by virtue of the droit de
discussion or otherwise to require that recourse be had to the
assets of any other person before any claim is enforced against
such person in respect of the obligations hereby assumed by such
person is hereby abandoned and waived.
(b) The Mortgages Trustee undertakes that if at any time any person
indemnified sues the Mortgages Trustee in respect of any such
obligations and the person in respect of whose obligations the
indemnity is given is not sued also, the Mortgages Trustee shall
not claim that such person be made a party to the proceedings and
each agrees to be bound by this indemnity whether or not it is made
a party to legal proceedings for the recovery of the amount due or
owing to the person indemnified, as aforesaid, by the person in
respect of whose obligations the indemnity is given and whether the
formalities required by any law of Jersey whether existing or
future in regard to the rights or obligations of sureties shall or
shall not have been observed.
(c) Any right which the Mortgages Trustee may have under the existing
or future laws of Jersey whether by virtue of the droit de division
or otherwise to require that any liability under this indemnity be
divided or apportioned with any other person or reduced in any
manner whatsoever is hereby abandoned and waived.
45
11.2 Underwriters' Indemnity
Each Underwriter, severally and not jointly, agrees to indemnify and hold
harmless the Master Issuer, Funding 2, the Mortgages Trustee and NRPLC,
each of their directors and each of their officers who signs the
Registration Statement, their employees and each person who controls the
Master Issuer or NRPLC within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, to the same extent as
the foregoing indemnity from the Master Issuer to each Underwriter, but
only with reference to (x) the Underwriter Information furnished to the
Master Issuer, Funding 2, the Mortgages Trustee or NRPLC specifically for
inclusion in the Registration Statement, the Initial Preliminary
Prospectus, the Revised Preliminary Prospectus or the Prospectus (or in
any amendment or supplement thereto) or (y) any Derived Information or
the Bloomberg Submission; provided, however, that the indemnity with
respect to clause (y) above shall not apply to any untrue statement or
alleged untrue statement or omission or alleged omission made in any
Derived Information or the Bloomberg Submission that results from an
error or omission in the Initial Preliminary Prospectus, the Revised
Preliminary Prospectus, the Prospectus or the Issuer Information. This
indemnity agreement will be in addition to any liability which any
Underwriter may otherwise have.
11.3 Proceedings
Promptly after receipt by an indemnified party under this Clause 11 of
notice of the commencement of any action, such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party
under this Clause 11, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party
(i) will not relieve it from liability under Clause 11.1 or 11.2 above
unless and to the extent it did not otherwise learn of such action and
such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses and (ii) will not, in any event relieve
the indemnifying party from any obligation to any indemnified party other
than the indemnification obligation provided in Clause 11.1 or 11.2
above. If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof,
the indemnifying party shall be entitled to participate therein, and, to
the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel
satisfactory to the indemnified party. After notice from the indemnifying
party to the indemnified party of its election to assume the defense of
such claim or action, the indemnifying party shall not be liable to the
indemnified party under this Clause 11 for any legal or other expenses
subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation;
provided that each Underwriter, the Underwriters as a group, or the
Master Issuer, Funding 2, the Mortgages Trustee and NRPLC, as the case
may be, shall have the right to employ separate counsel to represent such
Underwriter and its controlling persons, the Underwriters and their
respective controlling persons or the Master Issuer, Funding 2, the
Mortgages Trustee and NRPLC and their respective controlling persons, as
the case may be, who may be subject to liability arising out of any claim
in respect of which indemnity may be sought by such indemnified parties
under this Clause 11 if in the reasonable judgement of any Underwriter,
the Underwriters acting together, or any of the Master Issuer, Funding 2,
the Mortgages Trustee and NRPLC, as the case may be, it is advisable for
such indemnified parties to be represented by separate counsel, and in
that event the fees and expenses of such separate counsel (and local
counsel) shall be paid by the indemnifying party. Upon receipt of notice
from the indemnifying party to such indemnified party of its election so
to assume the defense of such action and approval by the indemnified
party of counsel selected by the indemnifying party, the indemnifying
party will not be liable to such indemnified party under this Clause 11
for any legal or other expenses subsequently incurred by such indemnified
party in connection
46
with the defense thereof unless (i) the indemnified party shall have
employed separate counsel in connection with the assertion of legal
defenses in accordance with the proviso to the preceding sentence (it
being understood, however that the indemnifying party shall not be liable
for the expenses of more than one such separate counsel (and local
counsel) representing the indemnified parties under Clause 11.1 or 11.2
hereof), (ii) the indemnifying party has authorized (acting reasonably)
the employment of more than one such separate counsel (and local counsel)
representing the employed counsel satisfactory to the indemnified party
to represent the indemnified party, or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party; and except that, if clause (i) or
(iii) is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii). The indemnifying party
shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and
expenses of counsel as contemplated by this Clause 11, the indemnifying
party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered
into more than 60 days after receipt by such indemnifying party of such
request and (ii) such indemnifying party shall not have either reimbursed
the indemnified party in accordance with such request or objected to such
request in writing prior to the date of such settlement. No indemnifying
party shall, without the prior written consent of the indemnified party,
effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and in
respect of which indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are
the subject matter of such proceeding.
11.4 Contribution
In the event that the indemnity provided in Clause 11.1 or 11.2 is
unavailable to or insufficient to hold harmless an indemnified party for
any reason, the Master Issuer, NRPLC, Funding 2, the Mortgages Trustee
and the Underwriters severally agree to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Master Issuer,
NRPLC, Funding 2, the Mortgages Trustee and one or more of the
Underwriters may be subject in such proportion as is appropriate to
reflect the relative benefits received by the Master Issuer, NRPLC,
Funding 2, the Mortgages Trustee and the Underwriters from the offering
of the US Notes. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the Master Issuer, NRPLC, Funding
2, the Mortgages Trustee and the Underwriters severally shall contribute
in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Master Issuer, NRPLC, Funding
2, the Mortgages Trustee and the Underwriters in connection with the
statements or omissions which resulted in such Losses as well as any
other relevant equitable considerations. Benefits received by the Master
Issuer, Funding 2, the Mortgages Trustee and NRPLC shall be deemed to be
equal to the Issue Price (before deducting expenses), and benefits
received by the Underwriters shall be deemed to be equal to the total
Selling Commissions and the Management and Underwriting Commission, in
each case as set forth in Clause 1.4. Relative fault shall be determined
by reference to among other things, whether any untrue or any alleged
untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information provided by the Master
Issuer, Funding 2, the Mortgages Trustee or NRPLC on the one hand or the
Underwriters on the other, the intent of the parties and their relative
knowledge, access to information and
47
opportunity to correct or prevent such untrue statement or omission. The
Master Issuer, NRPLC, Funding 2, the Mortgages Trustee and the
Underwriters agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method
of allocation which does not take account of the equitable consideration
referred to above. Notwithstanding the provisions of this Clause 11.4, no
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Clause 11, each person who controls an Underwriter
within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act and each director, officer, employee and agent of
an Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Master Issuer, Funding 2,
the Mortgages Trustee or NRPLC within the meaning of either the
Securities Act or the Exchange Act, each officer of the Master Issuer who
shall have signed the Registration Statement, each employee and each
director of the Master Issuer, Funding 2, the Mortgages Trustee or NRPLC
shall have the same rights to contribution as the Master Issuer, Funding
2, the Mortgages Trustee or NRPLC, as the case may be, subject in each
case to the applicable terms and conditions of this Clause 11.4.
Notwithstanding the foregoing, in no case shall the Underwriter (except
as may be provided in any agreement among Underwriters relating to the
offering of the Notes) be responsible for any amount in excess of the
Selling Commission or Management and Underwriting Commission applicable
to the Notes purchased by such Underwriter hereunder.
12. TERMINATION
12.1 Underwriters' Ability to Terminate
Notwithstanding any other provision of this Agreement, the Underwriters
may, by notice to the Master Issuer given at any time after the execution
and delivery of this Agreement and prior to the Closing Date, terminate
this Agreement in any of the following circumstances:
(a) if there shall have come to the notice of the Underwriters any
breach of, or any event rendering untrue or incorrect in any
material respect, any of the warranties and representations
contained in Clauses 5, 6 or 7 (or any deemed repetition thereof)
or failure to perform any of the Master Issuer's or NRPLC's
covenants or agreements in this Agreement in any material respect;
or
(b) if any condition specified in Clause 9 has not been satisfied or
waived by the Underwriters; or
(c) if in the opinion of the Underwriters, circumstances shall be such
as: (i) to prevent or to a material extent restrict payment for the
US Notes in the manner contemplated in this Agreement or (ii) to a
material extent prevent or restrict settlement of transactions in
the US Notes in the market or otherwise; or
(d) if in the opinion of the Underwriters, there shall have been (i)
any change in national or international political, legal, tax or
regulatory conditions or (ii) any calamity or emergency, which has
in its view caused a substantial deterioration in the price and/or
value of the US Notes; or
(e) upon termination of the Subscription Agreement; or
(f) if (i) trading in securities generally on the New York Stock
Exchange, the American Stock Exchange, the Market or the
over-the-counter market shall have been suspended or minimum prices
shall have been established on such exchanges or such
48
market; (ii) a banking moratorium shall have been declared by US
federal or New York State or UK regulatory authorities; (iii) there
shall have occurred any change or any development involving a
prospective change, in or affecting particularly the business or
properties of the Master Issuer, Funding 2, the Mortgages Trustee
or NRPLC, which in the judgement of the Underwriters materially
impairs the investment quality of the US Notes or makes it
impracticable or inadvisable to market the US Notes or (iv) if in
the judgement of the Underwriters, it otherwise becomes
impracticable or inadvisable to proceed with the offering of the US
Notes.
12.2 Consequences of Termination
Upon such notice being given this Agreement shall terminate and be of no
further effect and no party hereto shall be under any liability to any
other in respect of this Agreement except that (a) the Master Issuer
shall remain liable under Clause 10 for the payment of the costs and
expenses already incurred or incurred in consequence of such termination
and (b) (i) the indemnity agreement and contribution provisions set forth
in Clause 11, (ii) the obligations of the Master Issuer and NRPLC and the
representations and warranties of the Underwriters made in Clause 3.2(b)
of this Agreement, which would have continued in accordance with Clause
13 had the arrangements for the underwriting and issue of the US Notes
been completed, shall so continue.
13. SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS
13.1 The representations, warranties, agreements, undertakings and indemnities
in this Agreement will continue in full force and effect notwithstanding
completion of the arrangements for the subscription and issue of the US
Notes or any investigation made by or on behalf of any Underwriter or any
controlling person or any of its representatives, directors, officers,
agents or employees or any of them.
13.2 Save for their respective responsibilities to comply with the relevant
representations set forth herein, neither the Master Issuer, Funding 2,
the Mortgages Trustee nor NRPLC shall have any responsibility in respect
of the legality of the Underwriters or other persons offering and selling
the US Notes in any jurisdiction or in respect of the US Notes qualifying
for sale in any jurisdiction.
14. NOTICES
14.1 All communications pursuant to this Agreement will be in writing and will
be delivered at or sent by facsimile transmission to the following
addresses:
(i) if to the Master Issuer,
Fifth Floor
100 Wood Street
London EC2V 7EX
Attention: The Company Secretary
Facsimile: +44 (0) 20 7606 0643
With a copy to:
Northern Rock House
Gosforth
Newcastle upon Tyne NE3 4PL
49
Attention: Securitization, Risk Operations
Facsimile: +44 (0) 191 279 4929
(ii) if to NRPLC,
Northern Rock House
Gosforth
Newcastle upon Tyne
NE3 4PL
Attention: Securitization, Risk Operations
Facsimile: +44 (0) 191 279 4929
(iii) if to the Underwriters,
Barclays Capital Inc.
200 Park Avenue
New York, New York 10166
Attention: Transaction Management
Facsimile: + 1 212 412 7680
Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019-6801
Attention: Head of Structured Finance
Facsimile: + 1 646 758 1024
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, New York 10080
Attention: Tom Saywell, Securitization
Facsimile: +1 212 738 2700
(iv) if to Funding 2,
Fifth Floor
100 Wood Street
London EC2V 7EX
Attention: The Company Secretary
Facsimile: +44 (0) 20 7606 0643
(v) if to the Mortgages Trustee,
22 Grenville Street
St. Helier
Jersey JE4 8PX
Attention: The Company Secretary
Facsimile: +44 (0) 1534 609 333
14.2 Any communication so sent by letter shall take effect at the time of
actual delivery to the addressee, and any communication so sent by
facsimile transmission shall take effect upon acknowledgement of receipt
by the recipient. Any communication to be delivered to any party under
this Agreement which is to be sent by facsimile transmission will be
written legal evidence.
50
14.3 The Mortgages Trustee agrees that the process by which any proceedings in
England are begun may be secured on it by being delivered to Granite
Finance Trustees Limited c/o Mourant & Co. Capital (SPV) Limited, 8th
Floor, 68 King William Street, London EC4N 7DZ, or otherwise at the
registered office of Mourant & Co. Capital (SPV) Limited, attn: The
Company Secretary. If such person is not or ceases to be effectively
appointed to accept service of process on the Mortgages Trustee's behalf
the Mortgages Trustee shall, on the written demand of the Underwriters,
appoint a further person in England to accept service of process on its
behalf and, failing such appointment within 15 days, the Underwriters
shall be entitled to appoint such a person by written notice to the
Mortgages Trustee. Nothing in this sub-clause shall affect the right of
the Underwriters to serve process in any other manner permitted by law.
15. TIME
Time shall be of the essence of this Agreement.
16. NON PETITION AND LIMITED RECOURSE
Each of the Underwriters agrees with the Master Issuer, Funding 2 and the
Mortgages Trustee, that it shall not, until the expiry of one year and
one day after the payment of all sums outstanding and owing under the
Notes (in respect of the Master Issuer) and until the expiry of one year
and one day after the payment of all sums outstanding and owing under any
Loan Tranche made to Funding 2 by the Master Issuer or any other company
(in respect of the Mortgages Trustee) take any corporate action or other
steps or legal proceedings for the winding-up, dissolution, arrangement,
reconstruction or re-organization or for the appointment of a liquidator,
receiver, manager, administrator, administrative receiver or similar
officer of the Master Issuer, the Mortgages Trustee or Funding 2 or any,
or all of, their respective assets or revenues.
Each of the Underwriters agrees with the Mortgages Trustee that to the
extent that any amounts due to such Underwriter from the Mortgages
Trustee hereunder exceed the assets of the Mortgages Trustee (excluding,
for the avoidance of doubt, the assets comprised in the Mortgages Trust)
available to pay such amounts and any other amounts due to other
creditors of the Mortgages Trustee then the claims of such Underwriter in
relation to any such excess amounts shall be extinguished and shall not
thereafter revive.
To the extent permitted by law, no recourse under any obligation,
covenant or agreement of any person contained in this Agreement shall be
had against any shareholder, officer or director of the Master Issuer,
Funding 2 or the Mortgages Trustee, by the enforcement of any assessment
or by any legal proceedings, by virtue of any statute or otherwise; it
being expressly agreed and understood that this Agreement is a corporate
obligation of each of the Master Issuer, Funding 2 and the Mortgages
Trustee expressed to be a party hereto and no personal liability shall
attach to or be incurred by the shareholders, officers, agents or
directors of such person as such, or any of them, under or by reason of
any of the obligations, covenants or agreements of the Master Issuer,
Funding 2 or the Mortgages Trustee contained in this Agreement, or
implied therefrom, and that any and all personal liability for breaches
by such person of any such obligations, covenants or agreements, either
under any applicable law or by statute or constitution, of every such
shareholder, officer, agent or director is hereby expressly waived by
each person expressed to be a party hereto as a condition of and
consideration for the execution of this Agreement.
51
17. GOVERNING LAW AND JURISDICTION
17.1 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to the conflict of
laws provisions thereof.
17.2 Jurisdiction
Each of the parties hereto irrevocably agrees that, except as otherwise
set forth in this paragraph, any state or federal court sitting in the
City of New York shall have exclusive jurisdiction to hear and determine
any suit, action or proceeding and to settle any dispute arising out of
or relating to this Agreement and, for such purposes, irrevocably submits
to the jurisdiction of such courts. Each of the Mortgages Trustee,
Funding 2, the Master Issuer and NRPLC hereby appoints the CT Corporation
System at 111 Eighth Avenue, New York, NY 10011, or, if otherwise, its
principal place of business in the City of New York from time to time, as
its agent for service of process and agrees that service of any process,
summons, notice or document by hand delivery or registered mail upon such
agent shall be effective service of process for any suit, action or
proceeding brought in any such court. Each of the Mortgages Trustee,
Funding 2, the Master Issuer and NRPLC irrevocably and unconditionally
waives any objection to the laying of venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit,
action or proceeding has been brought in an inconvenient forum. Each of
the Mortgages Trustee, Funding 2, the Master Issuer and NRPLC agrees that
a final judgment in any such suit, action or proceeding brought in any
such court shall be conclusive and binding upon each of the Mortgages
Trustee, Funding 2, the Master Issuer and NRPLC and may be enforced in
any other court to whose jurisdiction each of the Mortgages Trustee,
Funding 2, the Master Issuer and NRPLC is or may in the future be
subject, by suit upon judgment. Each of the Mortgages Trustee, Funding 2,
the Master Issuer and NRPLC further agrees that nothing herein shall
affect the Underwriters' right to effect service of process in any other
manner permitted by law or to bring a suit, action or proceeding
(including a proceeding for enforcement of a judgment) in any other court
or jurisdiction in accordance with applicable law.
18. COUNTERPARTS
This Agreement may be executed in any number of counterparts (manually or
by facsimile) all of which, taken together, shall constitute one and the
same agreement and any party may enter into this Agreement by executing a
counterpart.
19. SUCCESSORS
This Agreement shall inure to the benefit of and be binding upon each of
the parties hereto, any controlling persons referred to herein and their
respective successors and assigns. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any other person,
firm or corporation any legal or equitable right, remedy or claim under
or in respect of this Agreement or any provision herein contained. No
purchaser of US Notes from the Underwriters shall be deemed to be a
successor by reason merely of such purchase.
52
IN WITNESS WHEREOF this Agreement has been entered on the date stated at the
beginning.
GRANITE MASTER ISSUER PLC
By: /s/ S Tyson
Sharon Tyson
Representing L.D.C. Securitisation Director No 2 Limited
NORTHERN ROCK PLC
By: /s/ D Johnson
GRANITE FINANCE FUNDING 2 LIMITED
By: /s/ S Tyson
Sharon Tyson
Representing L.D.C. Securitisation Director No 2 Limited
GRANITE FINANCE TRUSTEES LIMITED
By: /s/ Dean Godwin
BARCLAYS CAPITAL INC.
By: /s/ Paul Menefee
LEHMAN BROTHERS INC.
By: /s/ J Swidler
JOSHUA SWIDLER, MD.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ T Saywell
Tom Saywell
Authorized Signatory
53
SCHEDULE 1
- -------------------------------------------------------------------------------------------------------------------------
Underwriters $1,060,000,000 of $1,025,000,000 of $1,100,000,000 of $1,000,000,000 of
Series 2007-2 Series 2007-2 Series 2007-2 Series 2007-2
Class 1A1 Notes Class 2A1 Notes Class 3A1 Notes Class 4A1 Notes
- -------------------------------------------------------------------------------------------------------------------------
Barclays Capital Inc. $353,400,000 $341,700,000 $366,700,000 $333,300,000
- -------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Inc. $353,300,000 $341,600,000 $366,600,000 $333,400,000
- -------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith $353,300,000 $341,700,000 $366,700,000 $333,300,000
Incorporated
- -------------------------------------------------------------------------------------------------------------------------
Total $1,060,000,000 $1,025,000,000 $1,100,000,000 $1,000,000,000
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Underwriters $66,500,000 of $53,500,000 of $35,000,000 of $64,000,000 of $52,000,000 of
Series 2007-2 Series 2007-2 Series 2007-2 Series 2007-2 Series 2007-2
Class 1B1 Notes Class 2B1 Notes Class 3B1 Notes Class 1M1 Notes Class 2M1 Notes
- -------------------------------------------------------------------------------------------------------------------------------
Barclays Capital Inc. $22,100,000 $17,800,000 $11,700,000 $21,300,000 $17,400,000
- -------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Inc. $22,200,000 $17,800,000 $11,700,000 $21,400,000 $17,300,000
- -------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith $22,200,000 $17,900,000 $11,600,000 $21,300,000 $17,300,000
Incorporated
- -------------------------------------------------------------------------------------------------------------------------------
Total $66,500,000 $53,500,000 $35,000,000 $64,000,000 $52,000,000
- -------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------
Underwriters $$50,000,000 of
Series 2007-2 Class
2C1 Notes
- ----------------------------------------------------------------
Barclays Capital Inc. $16,600,000
- ----------------------------------------------------------------
Lehman Brothers Inc. $16,700,000
- ----------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith $16,700,000
Incorporated
- ----------------------------------------------------------------
Total $$50,000,000
- ----------------------------------------------------------------
S-1