Exhibit 1.1
GRANITE MORTGAGES 03-3 PLC
And
NORTHERN ROCK PLC
And
GRANITE FINANCE FUNDING LIMITED
And
GRANITE FINANCE TRUSTEES LIMITED
And
LEHMAN BROTHERS INC.
And
J.P. MORGAN
SECURITIES INC.
And
[o]
UNDERWRITING AGREEMENT
relating to GRANITE MORTGAGES 03-3 PLC
[$o] Series 1 Class A1 Floating Rate Notes due [o]
[$o] Series 1 Class A2 Floating Rate Notes due [o]
[$o] Series 1 Class A3 Floating Rate Notes due [o]
[$o] Series 1 Class B Floating Rate Notes due [o]
[$o] Series 1 Class M Floating Rate Notes due [o]
[$o] Series 1 Class C Floating Rate Notes due [o]
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CONTENTS
Clause Page
1. Agreement to Issue and Subscribe........................................................................................5
2. Stabilisation...........................................................................................................6
3. Agreements by the Underwriters..........................................................................................7
4. Listing................................................................................................................11
5. Representations and Warranties of the Current Issuer...................................................................11
6. Representations and Warranties of Funding and the Mortgages Trustee....................................................16
7. Representations and Warranties of NRPLC................................................................................21
8. Covenants of the Current Issuer, Funding, the Mortgages Trustee and NRPLC..............................................23
9. Conditions Precedent...................................................................................................30
10. Closing................................................................................................................34
11. Commissions............................................................................................................34
12. Expenses...............................................................................................................35
13. Indemnification........................................................................................................36
14. Termination............................................................................................................40
15. Survival of Representations and Obligations............................................................................41
16. Notices................................................................................................................41
17. Time...................................................................................................................43
18. Non Petition and Limited Recourse......................................................................................43
19. Governing Law and Jurisdiction.........................................................................................44
20. Counterparts...........................................................................................................44
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THIS AGREEMENT is made as of [o], 2003
BETWEEN:
(1) GRANITE MORTGAGES 03-3 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 "Current 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 LIMITED, a private limited company incorporated
under the laws of Jersey, Channel Islands, through its branch at 4
Royal Mint Court, London EC3N 4HJ ("Funding");
(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");
(5) LEHMAN BROTHERS INC., a corporation organised under the laws of New
York whose registered office is at 745 Seventh Avenue, New York, New
York, 10019-6801, USA, and J.P. MORGAN SECURITIES INC., a corporation
organised under the laws of New York whose registered office is at 270
Park Avenue, New York, New York, 10019-6801, USA (the "Lead
Underwriters"); and
(6) [o], [o] and [o] (together with the Lead Underwriters, the
"Underwriters" and each an "Underwriter").
WHEREAS:
(A) The Current Issuer, by resolutions of its Board of Directors passed on
[o], has duly authorised and determined to create and issue [$o] Series
1 Class A1 Floating Rate Notes due [o] (the "Series 1 Class A1 Notes"),
[$o] Series 1 Class A2 Floating Rate Notes due [o] (the "Series 1 Class
A2 Notes"), [$o] Series 1 Class A3 Floating Rate Notes due [o] (the
"Series 1 Class A3 Notes"), [$o] Series 1 Class B Floating Rate Notes
due [o] (the "Series 1 Class B Notes"), [$o] Series 1 Class M Floating
Rate Notes due [o] (the "Series 1 Class M Notes") and [$o] Series 1
Class C Floating Rate Notes due [o] (the "Series 1 Class C Notes" and
together with the Series 1 Class A1 Notes, the Series 1 Class A2 Notes,
the Series 1 Class A3 Notes, the Series 1 Class B Notes and the Series
1 Class M Notes, the "Dollar Notes").
(B) The Dollar Notes will be denominated in U.S. dollars and in
denominations of $10,000 and $1,000. The Dollar Notes will be issued on
or about [o] or at such other time and/or date as the Current Issuer
and the Lead Underwriters on behalf of the Underwriters may agree
acting reasonably (the "Closing Date"). The issue of the Dollar Notes
is referred to in this Agreement as the "Issue".
(C) Simultaneously with the Issue, the Current Issuer intends to issue
[(Euro)[o]] Series 2 Class A Floating Rate Notes due [o] (the "Series 2
Class A Notes"), [(Euro)[o]] Series 2 Class B Floating Rate Notes due
[o] (the "Series 2 Class B Notes"), [(Euro)[o]] Series 2 Class M
Floating Rate Notes due [o] (the "Series 2 Class M Notes") and
[(Euro)[o]] Series 2 Class C Floating Rate Notes due [o] (the "Series 2
Class C Notes" and, together with the Series 2 Class A Notes, the
Series 2 Class B Notes and the Series 2 Class M Notes, the "Euro
Notes") and [(GBP)[o]] Series 3
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Class A Floating Rate Notes due [o] (the "Series 3 Class A Notes"),
[(GBP)[o]] Series 3 Class B Floating Rate Notes due [o] (the "Series 3
Class B Notes"), [(GBP)[o]] Series 3 Class M Floating Rate Notes due
[o] (the "Series 3 Class M Notes") and [(GBP)[o]] Series 3 Class C
Floating Rate Notes due [o] (the "Series 3 Class C Notes", and together
with the Series 3 Class A Notes, the Series 3 Class B Notes and the
Series 3 Class M Notes, the "Sterling Notes", and together with the
Euro Notes, the "Reg S Notes", and together with the Dollar Notes, the
"Notes"). By a subscription agreement dated as of the date hereof (the
"Subscription Agreement") between the Current Issuer, NRPLC, Funding,
the Mortgages Trustee and the respective managers named therein (the
"Managers"), such Managers have agreed to subscribe and pay for the Reg
S Notes upon the terms and subject to the conditions therein contained.
The Notes will be constituted by, issued subject to and have the
benefit of a trust deed (the "Current Issuer Trust Deed") to be entered
into on or before the Closing Date between the Current Issuer and The
Bank of New York, London Branch as trustee for the Noteholders (the
"Note Trustee").
(D) The Notes (together with the Current 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 (the "Current
Issuer Deed of Charge") to be entered into on or before the Closing
Date by the Current Issuer, the Note Trustee, Citibank, N.A., (in its
separate capacities as the "Principal Paying Agent", the "US Paying
Agent", the "Registrar", the "Transfer Agent" and the "Agent Bank"),
[o] as dollar currency swap provider to the Current Issuer (the "Dollar
Currency Swap Provider"), [o] as euro currency swap provider to the
Current Issuer (the "Euro Currency Swap Provider" and together with the
Dollar Currency Swap Provider, the "Currency Rate Swap Providers"),
NRPLC in its capacity as cash manager to the Current Issuer under the
Current Issuer cash management agreement (the "Current Issuer Cash
Manager"), NRPLC as basis rate swap provider to the Current Issuer (the
"Basis Rate Swap Provider"), Citibank, N.A. in its capacity as account
bank to the Current Issuer under the Current Issuer Bank Account
Agreement (the "Current Issuer Account Bank") and Law Debenture
Corporate Services Limited in its capacity as corporate services
provider to the Current Issuer under the corporate services provider
agreement (the "Current Issuer Corporate Services Provider").
(E) Payments of principal and interest on the Dollar Notes will be made by
the Current Issuer to the US Paying Agent and by the US Paying Agent to
Noteholders on behalf of the Current Issuer under a paying agent and
agent bank agreement to be entered into on or before the Closing Date
(the "Current Issuer Paying Agent and Agent Bank Agreement") between
the Current Issuer, the Note Trustee, the Agent Bank, the paying agents
named therein, the Transfer Agent and the Registrar.
(F) Each class of the Dollar Notes will be in fully registered permanent
global form. The Registrar will maintain a register (the "Register") in
respect of the Dollar Notes in accordance with the Current Issuer
Paying Agent and Agent Bank Agreement. The global note certificates
representing the Dollar Notes (the "Dollar Global Note Certificates")
will be deposited on behalf of the beneficial owners of the Dollar
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").
(G) The Current 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 a loan to Funding
pursuant to an intercompany loan agreement to be entered into on or
before the Closing Date between the Current Issuer, Funding, the Agent
Bank and The Bank of New York, London Branch in its capacity as
security trustee (the "Security Trustee") (the
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"Intercompany Loan Agreement" and the loan made thereunder, the
"Intercompany Loan"). Reference to the Intercompany Loan Agreement
shall include reference to a loan confirmation in respect of the
Intercompany Loan Agreement to be entered into on or about the Closing
Date and made between Funding, the Current Issuer, the Security Trustee
and the Agent Bank (the "Current Issuer Intercompany Loan
Confirmation"), and the general terms and conditions applicable to the
Intercompany Loan Agreement which has been signed for the purposes of
identification by the Security Trustee, the Agent Bank and Funding on
the Initial Closing Date, as amended and 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 (the "Intercompany
Loan Terms and Conditions").
(H) Funding will pay the proceeds of the Intercompany Loan to the Mortgages
Trustee (or to its order) in consideration for the acquisition of part
of the beneficial share of the additional assigned mortgage trust
portfolio of first residential mortgage loans (the "Additional Assigned
Mortgage Loans") and an interest in the related insurances and their
related security (together, the "Related Security").
(I) NRPLC assigned the portfolio of Additional Assigned Mortgage Loans and
their Related Security to the Mortgages Trustee on 18th August, 2003
and may assign further Mortgage Loans on subsequent assignment dates
pursuant to a mortgage sale agreement dated 26th March, 2001 between
NRPLC, the Mortgages Trustee, Funding and the Security Trustee (the
"Mortgage Sale Agreement"). Each of the Mortgages Trustee and Funding
has appointed NRPLC as administrator to service the Additional Assigned
Mortgage Loans and their Related Security pursuant to an Administration
Agreement dated 26th March, 2001 (the "Administration Agreement").
(J) The Mortgages Trustee holds the Additional Assigned Mortgage Loans and
their Related Security on a bare trust in undivided shares for the
benefit of Funding and NRPLC pursuant to the mortgages trust deed dated
26th March, 2001 entered into by NRPLC, Funding and the Mortgages
Trustee (the "Mortgages Trust Deed"). The Mortgages Trustee also
entered into a guaranteed investment contract dated on or about 26th
March, 2001 in respect of its principal bank account (the "Mortgages
Trustee Guaranteed Investment Contract") between the Mortgages Trustee
and Lloyds TSB Bank plc, Jersey International Branch (in such capacity,
the "Mortgages Trustee GIC Provider").
(K) Funding's obligations to the Current Issuer under the Intercompany Loan
Agreement and to Funding's other creditors are secured by the benefit
of security interests created by a deed of charge and assignment dated
26th March, 2001, which includes any deed of accession entered into in
connection therewith or supplement thereto (the "Funding Deed of
Charge") and entered into by Funding, Granite Mortgages 01-1 plc (the
"First Issuer"), the Mortgages Trustee, the Security Trustee, NRPLC in
its capacity as cash manager to the Mortgages Trustee and Funding (the
"Cash Manager") Lloyds TSB Bank plc, Jersey International Branch in its
capacity as account bank to the Mortgages Trustee, Lloyds TSB Bank plc
in its capacity as account bank to Funding (in such capacities, each an
"Account Bank") and NRPLC in its capacity as Current Issuer start-up
loan provider to Funding (the "Current Issuer Start-up Loan Provider")
and acceded to pursuant to deeds of accession dated 28th September,
2001 by Granite Mortgages 01-2 plc (the "Second Issuer") and the
Current Issuer Start-up Loan Provider respectively, 20th March, 2002 by
Granite Mortgages 02-1 plc (the "Third Issuer") and the Current Issuer
Start-up Loan Provider, respectively, 23rd September, 2002 by Granite
Mortgages 02-2 plc (the "Fourth Issuer") and the Current Issuer
Start-up Loan Provider, respectively, dated 27th January, 2003 by
Granite 03-1 plc (the "Fifth Issuer") and the Current Issuer Start-Up
Loan Provider, respectively, and dated 21st May,
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2003 by Granite Mortgages 03-2 plc (the "Sixth Issuer") and the Current
Issuer Start-up Loan Provider, respectively (together the "Deeds of
Accession"). On or before the Closing Date, the Current Issuer and the
Current Issuer Start-up Loan Provider will, pursuant to a deed of
accession (the "Current Deed of Accession") accede to the terms of the
Funding Deed of Charge and thereby become secured creditors of Funding.
(L) In connection with the purchase of an initial mortgage portfolio and
the issue of certain notes by the First Issuer, Funding, in addition to
the documents described above, entered into on 26th March, 2001 (the
"Initial Closing Date") (1) a cash management agreement with the Cash
Manager, the Mortgages Trustee and the Security Trustee (the "Cash
Management Agreement"); (2) a bank account agreement with the Account
Banks, the Mortgages Trustee, Funding, the Security Trustee and the
Cash Underwriter (the "Bank Account Agreement"); (3) a guaranteed
investment contract with, inter alia, Lloyds TSB Bank plc as GIC
provider to Funding (the "Funding GIC Provider") (the "Funding
Guaranteed Investment Contract"); (4) a corporate services provider
agreement (the "Funding Corporate Services Agreement") with Mourant &
Co. Capital (SPV) Limited as corporate services provider to Funding,
each of which will remain in effect, as applicable, in respect of the
Issue and (5) a start-up loan agreement made between the Current Issuer
Start-up Loan Provider and the Security Trustee (the "Start-Up Loan
Agreement").
(M) In connection with the Issue, the Current Issuer will also execute and
deliver, on or before the Closing Date, (1) the Global Notes relating
to each class of the Notes; (2) the Current Issuer Corporate Services
Agreement with respect to the Current Issuer; (3) a cash management
agreement between the Current Issuer, the Current Issuer Cash Manager
and the Note Trustee (the "Current Issuer Cash Management Agreement");
(4) a bank account agreement between the Current Issuer, the Note
Trustee, the Current Issuer Cash Manager and the Current Issuer Account
Bank (the "Current Issuer Bank Account Agreement"); (5) a
post-enforcement call option agreement (the "Post-Enforcement Call
Option Agreement") between the Current Issuer, the Note Trustee, the
Registrar, the Transfer Agent and GPCH Limited; (6) the Start-Up Loan
Agreement; (7) ISDA Master Agreements including the Schedules thereto
and confirmations thereunder in respect of Dollar/Sterling currency
swaps between the Current Issuer, the Dollar Currency Swap Provider and
the Note Trustee (the "Dollar Currency Swap Agreements"); (8) ISDA
Master Agreements including the Schedules thereto and confirmations
thereunder in respect of Euro/Sterling currency swaps between the
Current Issuer, the Euro Currency Swap Provider and the Note Trustee
(the "Euro Currency Swap Agreements" and the together with the Dollar
Currency Swap Agreements, the "Currency Swap Agreements"); and (9) an
ISDA Master Agreement including the Schedule thereto and confirmations
thereunder in respect of a variable rate swap and a fixed rate swap
between the Current Issuer, the Basis Rate Swap Provider and the Note
Trustee (the "Basis Rate Swap Agreement", and together with the
Currency Swap Agreements, the "Swap Agreements").
(N) As required, the Current Issuer, Funding, the Mortgages Trustee and/or
NRPLC have entered or 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 Mortgages Trustee Corporate Services Agreement, the Administration
Agreement, the Mortgages Trustee Guaranteed Investment Contract, the
Intercompany Loan Agreement (including, for the avoidance of doubt, the
Intercompany Loan Terms and Conditions and the Current Issuer
Intercompany Loan Confirmation), the Post-Enforcement Call Option
Agreement, the Funding Granite (03-3) Guaranteed Investment Contract,
the Funding Guaranteed Investment Contract, the Cash Management
Agreement, the Bank Account Agreement, the Collection Bank Agreement,
the Start-up Loan Agreement with respect to the Current Issuer, the
Funding (Granite 03-3) Bank Account Agreement, the
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Funding Deed of Charge, the Current Issuer Deed of Charge, the Current
Issuer Trust Deed, the Current Issuer Cash Management Agreement, the
Current Issuer Paying Agent and Agent Bank Agreement, the Current
Issuer Bank Account Agreement, the Current Issuer Corporate Services
Agreement, the Swap Agreements, the Funding Corporate Services
Agreement, this 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").
IT IS AGREED as follows:
1. Agreement to Issue and Subscribe
1.1 Definitions and Interpretation
(a) Capitalised terms used herein and not otherwise defined herein
or pursuant hereto shall have the meanings given to them in the
Prospectus (as defined below) unless the context otherwise
requires.
(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.
1.2 Agreement to Issue and Underwrite
Subject to the terms and conditions of this Agreement, the Current
Issuer agrees to issue the Dollar Notes on the Closing Date to the
Underwriters or as they may direct. The Dollar Notes
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will be issued at a price equal to the aggregate of 100 per cent. of
the aggregate principal amount of the Series 1 Class A1 Notes, 100 per
cent. of the aggregate principal amount of the Series 1 Class A2 Notes,
100 per cent. of the aggregate principal amount of the Series 1 Class
A3 Notes, 100 per cent. of the aggregate principal amount of the Series
1 Class B Notes, 100 per cent. of the aggregate principal amount of the
Series 1 Class M Notes and 100 per cent. of the aggregate principal
amount of the Series 1 Class C Notes (the "Issue Price").
1.3 The Legal Agreements
To the extent that each of the Current Issuer, Funding, the Mortgages
Trustee and NRPLC is a signatory of 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 and Sidley Austin Brown & Wood (any
draft of any document so reviewed being called an "agreed form"), with
such amendments as the Lead Underwriters, on behalf of the
Underwriters, may agree with the Current Issuer and, if it is a
signatory, Funding, the Mortgages Trustee and/or NRPLC.
1.4 The Notes
The Dollar Notes will be issued on the Closing Date in accordance with
the terms of the Current Issuer Trust Deed and will be in, or
substantially in, the form set out therein.
1.5 Prospectus
The Current Issuer confirms that it has prepared a prospectus dated on
or around today's date (together with the preliminary prospectus of the
Current Issuer dated [o], the "Prospectus") for use in connection with
the issue of the Dollar Notes and hereby authorises the Underwriters to
distribute copies of the Prospectus in connection with the offering and
sale of the Dollar Notes.
1.6 Authority to Offer
The Current Issuer confirms that it has authorised the Lead
Underwriters to offer the Dollar Notes on its behalf to the
Underwriters for subscription at the Issue Price subject to signature
of this Agreement.
2. Stabilisation
2.1 Stabilisation
[The Underwriters], may, to the extent permitted by applicable laws and
regulations, engage in over-allotment transactions, stabilising
transactions, syndicate covering transactions and penalty bids and
otherwise effect transactions in the open market or otherwise in
connection with the distribution of the Notes with a view to
stabilising or maintaining the respective market prices of the Notes at
levels other than those which might otherwise prevail in the open
market. Such stabilising, if commenced, may be discontinued at any
time. In doing so [the Underwriters] shall act as principal and in no
circumstances shall the Current Issuer be obliged to issue more than
(i) [$o] in aggregate principal amount of the Series 1 Class A1 Notes,
(ii) [$o] in aggregate principal amount of the Series 1 Class A2 Notes,
(iii) [$o] in aggregate principal amount of the Series 1 Class A3
Notes, (iv) [$o] in aggregate principal amount of the Series 1 Class B
Notes, (v) [$o] in aggregate principal amount of the Series 1 Class M
Notes or (vi) [$o] in aggregate principal amount of the Series 1 Class
C Notes.
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[JPM and Lehman's to discuss whether there should be one Stabilisation
manager as in respect of the Reg S notes]
1.2 Stabilisation Profits and Losses
As between the Current Issuer and [the Underwriters] any loss resulting
from stabilisation transactions entered into by [the Underwriters],
pursuant to Clause 2.1 shall be borne, and any profit arising therefrom
shall be retained, by [the Underwriters].
3. Agreements by the Underwriters
3.1 Purchase
Each Underwriter severally agrees to purchase and pay for such
principal amount of the Dollar Notes set out against its name in the
Schedule hereto on the Closing Date at the Issue Price, all on the
terms set out in this Agreement.
(a) If any Underwriter shall default in its obligation to purchase
Dollar Notes which it has agreed to purchase hereunder, the
non-defaulting Underwriters may in their discretion arrange to
purchase, or for another party or other parties reasonably
satisfactory to NRPLC to purchase, such Dollar 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 Dollar 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 Dollar Notes on
such terms. In the event that, within the respective prescribed
periods, the Lead Underwriters on behalf of the non-defaulting
Underwriters notify NRPLC that the non-defaulting Underwriters
have so arranged for the purchase of such Dollar Notes, or NRPLC
notifies the non-defaulting Underwriters that it has so arranged
for the purchase of such Dollar Notes, the non-defaulting
Underwriters or NRPLC shall have the right to postpone the
Closing Date for a period of time agreed by the Lead
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 Dollar
Notes. Any substitute purchaser of 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
Dollar Notes.
(b) If, after giving effect to any arrangements for the purchase of
Dollar Notes of a defaulting Underwriter by the non-defaulting
Underwriters, as provided in Clause 3.1(a) above, the aggregate
principal amount of the Dollar Notes which remains unpurchased
does not exceed ten per cent. of the aggregate principal amount
of the Dollar Notes, NRPLC shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of
the Dollar 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 Dollar Notes which such Underwriter
agreed to purchase hereunder) of the principal amount of the
Dollar 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 Dollar Notes of a defaulting
Underwriter by the non-defaulting Underwriters as provided in
Clause 3.1(a) above, the aggregate principal amount of the
Dollar Notes
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which remains unpurchased exceeds ten per cent. of the aggregate
principal amount of the Dollar Notes, or if NRPLC shall not
exercise the right described in Clause 3.1(b) above to require
non-defaulting Underwriters to purchase the Dollar 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
Dollar Notes for sale to the public in the United States as set
forth in the Prospectus.
(b) United Kingdom
Each Underwriter represents and agrees that:
(1) it has not offered or sold, and will not offer or sell,
any Dollar Notes to any persons in the United Kingdom
prior to admission of the Dollar Notes to listing in
accordance with Part VI of the Financial Services and
Markets Act 2000, as amended (the "FSMA") except to
persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in
the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995, as amended, or the
FSMA;
(2) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by
it in relation to the Dollar Notes in, from or otherwise
involving the United Kingdom; and
(3) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated an
invitation or inducement to engage in investment
activities (within the meaning of Section 21 of the FSMA)
in connection with the issue or sale of any of the Dollar
Notes in circumstances in which Section 21(1) of the FSMA
does not apply to the Current Issuer.
(c) Netherlands
[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 Netherlands any Dollar
Notes.] [Each Underwriter has represented and agreed that
(i) it has not offered, sold, delivered or transferred, and
will not offer, sell, deliver or transfer, any of the
Notes (including rights representing an interest in any
global Note), as part of their initial distribution or at
any time thereafter, directly or indirectly, in the
Netherlands other than to Professional Market Parties (as
defined below) that trade or invest in securities in the
conduct of their profession or business; and
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(ii) it will have sent to each person in the Netherlands to
which it sells Notes (including rights representing an
interest in any global Note) a confirmation or other
notice setting forth the above restrictions and stating
that by purchasing any Note, the purchaser represents and
agrees that it will send to any other person to whom it
sells any such Note a notice containing substantially the
same statement as is contained in this sentence.
"Professional Market Parties" are any of the following persons
but no other person:
a banks, insurance companies, securities firms, investment
institutions and pension funds that are (i) supervised or
licensed under Dutch law or (ii) established and acting
under supervision in a European Union member state (other
than the Netherlands), Hungary, Monaco, Poland, Puerto
Rico, Saudi Arabia, Slovakia, Czech Republic, Turkey,
South Korea, the United States of America, Japan,
Australia, Canada, Mexico, New Zealand or Switzerland;
b investment institutions which offer their participation
rights exclusively to professional market parties and are
not required to be supervised or licensed under Dutch
law;
c the State of the Netherlands, the Dutch Central Bank, a
foreign central government body, a foreign central bank,
Dutch regional and local governments and comparable
foreign decentralised government bodies, international
treaty organisations and supranational organisations;
d enterprises or entities with total assets of at least
(euro)500,000,000 (or the equivalent thereof in another
currency) as per the balance sheet as of the year end
preceding the obtaining of the repayable funds;
e enterprises, entities or individuals with net assets of
at least (euro)10,000,000 (or the equivalent thereof in
another currency) as of the year end preceding the
obtaining of the repayable funds who or which have been
active in the financial markets on average twice a month
over a period of at least two consecutive years preceding
the obtaining of the repayable funds;
f subsidiaries of the entities referred to under a above
provided such subsidiaries are subject to supervision;
and
g an enterprise or institution that has a rating from a
rating agency that in the opinion of the Dutch Central
Bank is an expert or that issues securities that have a
rating from a rating agency that in the opinion of the
Dutch Central Bank is an expert.]
[The appropriate selling restriction/denomination in respect of
the Notes to be sold into the Netherlands is still under
discussion. JPM/Lehman to confirm which selling restriction
should be used]
(d) Italy
Each Underwriter will represent and agree that:
The offering of the Dollar Notes has not been cleared by CONSOB
(the Italian Securities Exchange Commission) pursuant to Italian
Securities legislation and,
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accordingly, no Dollar Notes may be offered, sold or delivered,
nor may copies of the Prospectus or of any other document
relating to the Dollar Notes be distributed in the Republic of
Italy, except:
(i) to professional investors (operatori qualificati), as
defined in Article 31, second paragraph, of CONSOB
Regulation No. 115522 of 1st 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 24th February 1998 (the
"Financial Services Act") and Article 33, first paragraph
of CONSOB Regulation No. 11971 of 14th May, 1999, as
amended; or
(iii) to an Italian resident who submits an unsolicited offer
to purchase the Dollar Notes.
In addition, each Underwriter will represent and agree that any
offer, sale or delivery of the Dollar Notes or distribution of
copies of the Prospectus or any other document relating to the
Dollar 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 1st
September, 1993 (the "Banking Act"); and
(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 issue or the
offer of securities in the Republic of Italy may need to
be preceded and followed by an appropriate notice to be
filed with the Bank of Italy depending, inter alia, on
the aggregate value of the securities issued or offered
in the Republic of Italy and their circumstances.
(e) Other
For each jurisdiction outside the United States and the United
Kingdom (a "Relevant Jurisdiction"), each Underwriter
acknowledges that no representation is made by the Current
Issuer or any Underwriter that any action has been or will be
taken in any Relevant Jurisdiction by the Current Issuer or any
Underwriter that would permit a public offering of the Dollar
Notes (other than as described above), or possession or
distribution of the Prospectus or any other offering material,
in any country or Relevant Jurisdiction where action for that
purpose is required. Each Underwriter will comply with all
applicable securities laws and regulations in any Relevant
Jurisdiction in which it purchases, offers, sells or delivers
Dollar Notes or has in its possession or distributes the
Prospectus or any other offering material, in all cases at its
own expense. Each Underwriter represents that it will not
directly or indirectly offer, sell or deliver any offered notes
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 offered
notes by it will be made on the same terms and will obtain any
consent, approval or permission required by it for the purchase,
offer, sale or delivery by it of Dollar Notes under the laws and
regulations in force in any Relevant Jurisdictions to which it
is subject or in
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which it makes such purchases, offers, sales or deliveries and
the Current Issuer shall have no responsibility for them.
4. Listing
4.1 Application for Listing
The Current Issuer confirms that it has authorised the Lead
Underwriters to make or cause to be made at the Current Issuer's
expense applications on the Current Issuer's behalf for the Notes to be
listed on the Official List of the UK Listing Authority and for the
Notes to be admitted to trading by the London Stock Exchange plc (the
"Stock Exchange").
4.2 Supply of Information
The Current Issuer agrees to supply to the Lead Underwriters for
delivery to the UK Listing Authority and the Stock Exchange copies of
the Prospectus and such other documents, information and undertakings
as may be required for the purpose of obtaining such listing.
4.3 Maintenance of Listing
The Current Issuer agrees to use its reasonable endeavours to maintain
a listing of the Dollar Notes on the Official List of the UK Listing
Authority and the admission of the Notes to trading by the Stock
Exchange for as long as any of the Dollar 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 becomes
impossible, the Current Issuer will obtain, and will thereafter use its
best endeavours to maintain, a quotation for, or listing of, the Dollar
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, with the approval of the Lead
Underwriters (such approval not to be unreasonably withheld or
delayed), decide.
5. Representations and Warranties of the Current Issuer
The Current Issuer represents and warrants to, and agrees with,
Funding, the Mortgages Trustee, the Underwriters and each of them that:
(a) The Registration Statement
The Current Issuer has prepared and filed with the United States
Securities and Exchange Commission (the "Commission") a
registration statement (file number [o]) on Form S-11 (the
"Registration Statement"), including a related preliminary
prospectus dated [o], for registration under the U.S. Securities
Act of 1933, as amended (the "Securities Act") of the offering
and sale of the Dollar Notes. The Current Issuer may have filed
one or more amendments thereto, including a related preliminary
prospectus, each of which has previously been furnished to the
Underwriters. The Current Issuer will next file with the
Commission one of the following, either (1) prior to the date
and time that such Registration Statement becomes effective (the
"Effective Date"), a further amendment to such Registration
Statement, including the form of final prospectus, or (2) after
the Effective Date of such Registration Statement, a final
prospectus in accordance with Rules 430A and 424(b) under the
Securities Act. In the case of clause (2), the Current Issuer
has included in such Registration Statement, as amended at the
Effective Date, all information (other than information with
respect to the Notes and the Issue permitted
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to be omitted from the Registration Statement when it becomes
effective pursuant to Rule 430A ("Rule 430A Information"))
required by the Securities Act and the rules thereunder to be
included in such Registration Statement and the Prospectus. As
filed, such amendment and form of final prospectus, or such
final prospectus, shall contain all Rule 430A Information,
together with all other such required information, and, except
to the extent that the Lead Underwriters shall agree in writing
to a modification, shall be in all substantive respects in the
form furnished to the Underwriters prior to the date and time
that this Agreement is executed and delivered by the parties
hereto (the "date of this Agreement"), or, to the extent not
completed at the date of this Agreement, shall contain only
specific additional information and other changes (beyond that
contained in the latest preliminary prospectus) as the Current
Issuer has advised the Lead Underwriters, prior to the date of
this Agreement, will be included or made therein;
(b) No Material Misstatements or Omissions
On the Effective Date, the Registration Statement, as amended,
did or will, and when the Prospectus is first filed (if
required) in accordance with Rule 424(b) and on the Closing
Date, the Prospectus (and any supplements thereto) will, comply
in all material respects with the applicable requirements of the
Securities Act, the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act") and the respective rules
thereunder; on the Effective Date and at the date of this
Agreement, the Registration Statement did not or will not
contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; on the
Effective Date and on the Closing Date the Current Issuer Trust
Deed did or will comply in all material respects with the
applicable requirements of the Trust Indenture Act and the rules
thereunder; and on the Effective Date, the Prospectus, if not
filed pursuant to Rule 424(b), will not, and on the date of any
filing pursuant to Rule 424(b) and on the Closing Date, the
Prospectus (together with any supplement thereto) will not,
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, not misleading; provided, however, that the Current Issuer
makes no representations or warranties as to the information
contained in or omitted from the Registration Statement, or the
Prospectus (or any statement thereto) in reliance upon and in
conformity with information furnished in writing to the Current
Issuer by or on behalf of any Underwriter through the Lead
Underwriters specifically for inclusion in the Registration
Statement or the Prospectus (or any supplement thereto), which
information is described in Clause 13.2;
(c) Incorporation, Capacity and Authorisation
It 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, has full power and capacity to create and issue the
Notes, 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 authorise the same; and the
Current Issuer is lawfully qualified to do business in England
and Wales. The Current 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 reorganisation or
for the appointment of a
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13
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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 authorised, executed and delivered
by the Current Issuer and constitutes, and the other Legal
Agreements to which the Current Issuer is a party have been duly
authorised by the Current Issuer and on the Closing Date will
constitute, valid and legally binding obligations of the Current
Issuer;
(e) Validity of Notes
The creation, sale and issue of the Notes have been duly
authorised by the Current Issuer and, when executed and
authenticated in accordance with the Current Issuer Trust Deed
and the Current Issuer Paying Agent and Agent Bank Agreement,
the Notes will constitute valid and legally binding obligations
of the Current Issuer and, upon effectiveness of the
Registration Statement, the Current Issuer Trust Deed will have
been duly qualified under the Trust Indenture Act;
(f) Consents
All consents, approvals, authorisations and other orders of all
United States and United Kingdom regulatory authorities required
for the creation, issue and offering of the Notes or in
connection with the execution and performance of the
transactions contemplated by the Legal Agreements or the
compliance by the Current Issuer with the terms of the Notes and
the Legal Agreements as the case may be, except for (i) such
consents, approvals, authorisations, 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 authorisation of the Notes and the granting of security
interests in relation thereto under the Current Issuer Deed of
Charge, the offering and issue of the Notes on the terms and
conditions of this Agreement, the 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 Current Issuer or
any agreement or instrument to which the Current Issuer is a
party or by which its 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 Current Issuer or any of its properties; or (iii)
result in the creation or imposition of any mortgage, charge,
pledge, lien or other security interest on any of its
properties, other than those created in, or imposed by, the
Legal Agreements themselves;
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(h) Financial Statements
(i) The auditor's report by PricewaterhouseCoopers LLP, as
independent auditor to the Current Issuer, set out in the
Prospectus presents fairly the financial position of the
Current Issuer as at the date at which it has been
prepared;
(ii) Since the date of each such report there has been no
change (nor any development or event involving a
prospective change of which the Current Issuer is, or
might reasonably be expected to be, aware) since the date
of incorporation of the Current Issuer which is
materially adverse to the condition (financial or other),
prospects, results of operations or general affairs of
the Current Issuer; and
(iii) PricewaterhouseCoopers LLP are independent public
accountants with respect to the Current Issuer within the
meaning of the standards established by the American
Institute of Certified Public Accountants;
(i) Taxation
Save as described in the legal opinions referred to in Clause
9(d) of this Agreement, no stamp or other similar duty is
assessable or payable in the United Kingdom, and no withholding
or deduction for 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
authorisation, execution or delivery of the Legal Agreements or
with the authorisation, issue, sale or delivery of the Notes and
(except as disclosed in the Prospectus) the performance of the
Current Issuer's, Funding'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 which may be levied, collected, withheld or
assessed in connection with the authorisation, execution or
delivery of the Legal Agreements or with the authorisation,
issue, sale or delivery of the Notes;
(j) Breach of other agreements
The Current 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 Current Issuer has no subsidiaries or subsidiary
undertakings within the meanings of Sections 258 and 736 of the
Companies Act 1985;
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(m) Granite Finance Holdings Limited
The Previous Issuers, the Current Issuer, Funding, 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 Current 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 authorisation 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 or in the Prospectus and (v) the
authorisation and issue by it of the Notes. The Current Issuer
has not (other than as set out in the Prospectus) prepared any
accounts and has neither paid any dividends nor made any
distributions since the date of its incorporation;
(o) Listing Rules
Prior to the delivery of the Prospectus to the Registrar of
Companies in England and Wales, the Prospectus has been approved
by or on behalf of the competent authority as listing
particulars as required by the listing rules made pursuant to
Part VI of the FSMA and the Prospectus complies with the listing
rules made under Section 72 of the FSMA;
(p) Litigation
There are no pending actions, suits or proceedings against or
affecting the Current 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 Current Issuer or could adversely affect the ability of the
Current 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 Current 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 Current Issuer and, other than the Legal Agreements, the
Current Issuer has not entered into any indenture or trust deed;
(r) Security for the Notes
The Notes and the obligations of the Current Issuer under the
Current Issuer Trust Deed will be secured in the manner provided
in the Current Issuer Deed of Charge 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 Current Issuer's right, title,
interest and benefit in the Intercompany Loan Agreement, the
Swap Agreements, the Funding Deed of Charge (as amended by
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the Deeds of Accession and the Current Deed of Accession), the
Current Issuer Trust Deed, the Notes, the Current Issuer Paying
Agent and Agent Bank Agreement, the Current Issuer Cash
Management Agreement, the Current Issuer Corporate Services
Agreement, the Current Issuer Bank Account Agreement, the
Post-Enforcement Call Option Agreement, this Agreement, the
Subscription Agreement and any other of the Legal Agreements to
which the Current Issuer is a party; (ii) an assignment by way
of first fixed charge over the Current Issuer Transaction
Accounts; (iii) a first fixed charge (which may take effect as a
floating charge) over the Current Issuer's right, title,
interest and benefit to any Authorised Investments made with
moneys standing to the credit of any of the Current Issuer Bank
Accounts; and (iv) a first ranking floating charge over the
whole of the assets and undertaking of the Current Issuer which
are not otherwise effectively subject to any fixed charge or
assignment by way of security;
(s) Capitalisation
The authorised capital of the Current Issuer is as set out in
the Prospectus;
(t) Investment Company Act
The Current Issuer is not an "investment company" as defined in
the United States Investment Company Act of 1940, as amended
(the "Investment Company Act"), and the offer and sale of the
Notes in the United States will not subject the Current Issuer
to registration under, or result in a violation of, the
Investment Company Act;
(u) United States Income Tax
The 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; and
(v) Legal Agreements
The representations given by the Current Issuer in the Legal
Agreements are true and accurate, and the description of the
Legal Agreements as set out in the Prospectus is materially
complete and accurate.
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 and the Mortgages Trustee
Each of Funding and the Mortgages Trustee severally represents and
warrants (in respect of itself only) to, and agrees with each other,
the Underwriters, the Current Issuer, NRPLC and each of them that:
(a) The Registration Statement
Together with the Current Issuer they have prepared and filed
with the Commission the Registration Statement, including a
related preliminary prospectus dated [o], for
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registration under the Securities Act of the offering and sale
of the Dollar Notes. They may have filed one or more amendments
thereto, including a related preliminary prospectus, each of
which has previously been furnished to the Underwriters. They
will next file with the Commission one of the following either
(1) prior to the Effective Date of such Registration Statement,
a further amendment to such Registration Statement, including
the form of final prospectus or (2) after the Effective Date of
such Registration Statement, a final prospectus in accordance
with Rules 430A and 424(b). In the case of clause (2), they have
included in such Registration Statement, as amended at the
Effective Date, all information (other than Rule 430A
Information) required by the Securities Act and the rules
thereunder to be included in such Registration Statement and the
Prospectus. As filed, such amendment and form of final
prospectus, or such final prospectus, shall contain all Rule
430A Information, together with all other such required
information, and, except to the extent that the Lead
Underwriters shall agree in writing to a modification, shall be
in all substantive respects in the form furnished to the
Underwriters prior to the date of this Agreement, or, to the
extent not completed at the date of this Agreement, shall
contain only specific additional information and other changes
(beyond that contained in the latest preliminary prospectus) as
they have advised the Lead Underwriters, prior to the date of
this Agreement, will be included or made therein;
(b) No Material Misstatements or Omissions
On the Effective Date, the Registration Statement did or will,
and when the Prospectus is first filed (if required) in
accordance with Rule 424(b) and on the Closing Date, the
Prospectus (and any supplements thereto) will, comply in all
material respects with the applicable requirements of the
Securities Act, the Exchange Act and the Trust Indenture Act and
the respective rules thereunder; on the Effective Date and at
the date of this Agreement, the Registration Statement did not
or will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not
misleading; on the Effective Date and on the Closing Date the
Current Issuer Trust Deed did or will comply in all material
respects with the applicable requirements of the Trust Indenture
Act and the rules thereunder; and on the Effective Date, the
Prospectus, if not filed pursuant to Rule 424(b), will not, and
on the date of any filing pursuant to Rule 424(b) and on the
Closing Date, the Prospectus (together with any supplement
thereto) will not, 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, not misleading; provided, however, that
neither Funding nor the Mortgages Trustee makes any
representations or warranties as to the information contained in
or omitted from the Registration Statement, or the Prospectus
(or any statement thereto) in reliance upon and in conformity
with information furnished in writing to them by or on behalf of
any Underwriter through the Lead Underwriters specifically for
inclusion in the Registration Statement or the Prospectus (or
any supplement thereto), which information is described in
Clause 13.2;
(c) Incorporation, Capacity and Authorisation
Each is duly incorporated and validly existing under the laws of
Jersey, Channel Islands and Funding has lawfully constituted a
branch office in Great Britain in accordance with Ch. I of Part
XXIII of the Companies Act of 1985, as amended, 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
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this Agreement and the Legal Agreements to which each is
respectively a party, and to undertake and perform the
obligations expressed to be assumed by each herein and therein;
and each has taken all necessary action to approve and authorise
the same. Neither Funding nor the Mortgages Trustee has 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 reorganisation 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 authorised, executed and delivered
by each of Funding and the Mortgages Trustee and constitutes,
and the other Legal Agreements to which each of Funding and/or
the Mortgages Trustee is a party have been duly authorised by,
as applicable, Funding and the Mortgages Trustee and on the
Closing Date will constitute, valid and legally binding
obligations of each of Funding and the Mortgages Trustee;
(e) Consents
All consents, approvals, authorisations 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 and/or the Mortgages Trustee, of
the transactions contemplated by the Legal Agreements to which
Funding 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 authorisation of the terms and conditions of this Agreement,
the execution and delivery of the Legal Agreements to which
Funding 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 or the Mortgages Trustee or any agreement or instrument
to which Funding or the Mortgages Trustee is a party or by which
its 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 or the Mortgages Trustee or any of its 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 properties, other than those created in, or imposed by,
the Legal Agreements themselves;
(g) Breach of other agreements
Neither Funding 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;
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(h) Events of Default
No event has occurred or circumstance arisen which, had the
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 an Event of
Default as set out in the Intercompany Loan Agreement;
(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 does not have any
subsidiaries or subsidiary undertakings within the meanings of
Sections 258 and 736 of the Companies Act 1985 save for the
Previous Issuers and the Current Issuer;
(j) No Activities
Neither Funding nor the Mortgages Trustee has engaged in any
activities since its incorporation other than (i) those
incidental to any registration as private limited companies
under the laws of Jersey and (if any) various changes to its
directors, secretary, registered office, Memorandum and Articles
of Association; (ii) the authorisation, 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 and the establishment
of a branch in the United Kingdom; (v) the filing of a
notification by the Mortgages Trustee and Funding under the Data
Protection Act 1998 (the "DPA") and the application for a
standard licence under the Consumer Credit Act 1974; and (vi)
any activities in connection with or incidental to the issue of
Previous Notes by the Previous Issuers and the issue of the
Notes by the Current Issuer. The first statutory accounts of
Funding were prepared and drawn up from the date of
incorporation to 31 December, 2001. The Mortgages Trustee has
not (other than as set out in the Prospectus) prepared any
accounts. Neither Funding nor the Mortgages Trustee has paid any
dividends nor made any distributions since their respective
dates of incorporation;
(k) Beneficial Owner
As of 18th August, 2003, following (i) the completion of the
assignment of the Additional Assigned Mortgage Portfolio to the
Mortgages Trustee pursuant to or in accordance with the Mortgage
Sale Agreement and (ii) the declaration of trust over the
Additional Assigned Mortgage Portfolio by the Mortgages Trustee
pursuant to and in accordance with the terms of the Mortgages
Trust Deed, the Mortgages Trustee has held the Additional
Assigned Mortgage Portfolio, and has held and will continue to
hold, the Mortgage Portfolio on a bare trust for the benefit of
Funding and NRPLC in undivided shares absolutely;
(l) Litigation
There are no pending actions, suits or proceedings against or
affecting Funding 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 (as the case may be) or could
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adversely affect the ability of the Mortgages Trustee or Funding
(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
and, to the best of the knowledge of Funding 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 and, other than the Legal Agreements, it has not entered
into any indenture or trust deed;
(n) Security for the Intercompany Loan
Funding's obligations under, inter alia, the Intercompany Loan
Agreement will be secured in the manner provided in the Funding
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 (which may take effect as a
floating charge) over Funding'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's right, title,
interest and benefit in the Mortgage Sale Agreement, the
Mortgages Trust Deed, the Administration Agreement, the
Intercompany Loan Agreement, each Previous Intercompany Loan
Agreement, each Start-Up Loan Agreement, the Funding Guaranteed
Investment Contract, the Funding Corporate Services Agreement,
the Funding Cash Management Agreement, the Bank Account
Agreement and any other of the Legal Agreements to which Funding
is a party, save to the extent that the same are situated in
Jersey; (iii) an assignment by way of first fixed security over
Funding's right, title, interest and benefit in the Funding Bank
Accounts; (iv) a first fixed charge (which may take effect as a
floating charge) of Funding's right, title, interest and benefit
in all Authorised Investments purchased with moneys standing to
the credit of the Funding Bank Accounts; and (v) a first
floating charge over all the assets and the undertaking of
Funding which are not effectively subject to a fixed charge or
assignment by way of security;
(o) Capitalisation
The authorised capital of each of Funding and the Mortgages
Trustee is as set out in the Prospectus;
(p) Investment Company Act
Neither Funding 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 or the Mortgages Trustee to registration under, or
result in a violation of, the Investment Company Act;
(q) United States Income Tax
Neither Funding 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;
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(r) Financial Statements
(i) The auditor's report by PricewaterhouseCoopers LLP, as
independent auditor to Funding, set out in the Prospectus
presents fairly the financial position of Funding as at
the date at which it has been prepared;
(ii) since the date of each such report there has been no
change (nor any development or event involving a
prospective change of which Funding is or might
reasonably be expected to be aware) which is materially
adverse to the condition (financial or other), prospects,
results of operations or general affairs of Funding; and
(iii) PricewaterhouseCoopers LLP are independent public
accountants with respect to Funding within the meaning of
the standards established by the American Institute of
Certified Public Accountants; and
(s) Legal Agreements
The representations given by Funding 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 materially complete and accurate.
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 Current Issuer,
Funding, the Mortgages Trustee, the Underwriters and each of them that:
(a) Incorporation
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 authorise 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 reorganisation 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 authorised, executed and delivered
by NRPLC and constitutes, and the other Legal Agreements to
which NRPLC is a party will be duly authorised by NRPLC prior to
the Closing Date and on the Closing Date will constitute, valid
and legally binding obligations of NRPLC;
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(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 authorisations 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 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 licence under
the Consumer Credit Act 1974 and NRPLC being registered under
the DPA;
(e) Compliance
The sale on 18th August, 2003, of the Additional Assigned
Mortgage Portfolio and the related property and rights did not
and will not, and 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 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 properties; or (iii) result in the creation or imposition
of any mortgage, charge, pledge, lien or other security interest
on any of its properties, other than those created in, or
imposed by, the Legal Agreements themselves;
(f) No Material Misstatements or Omissions
On the Effective Date, the Registration Statement did or will,
and when the Prospectus is first filed (if required) in
accordance with Rule 424(b) and on the Closing Date, the
Prospectus (and any supplements thereto) will, comply in all
material respects with the applicable requirements of the
Securities Act, the Exchange Act and the Trust Indenture Act and
the respective rules thereunder; on the Effective Date and at
the date of this Agreement, the Registration Statement did not
or will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not
misleading; on the Effective Date and the Closing Date the
Current Issuer Trust Deed did or will comply in all material
respects with the applicable requirements of the Trust Indenture
Act and the rules thereunder; and on the Effective Date, the
Prospectus, if not filed pursuant to Rule 424(b), will not, and
on the date of any filing pursuant to Rule 424(b) and on the
Closing Date, the Prospectus (together with any supplement
thereto) will not, 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, not misleading; provided,
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however, that NRPLC makes no representations or warranties as to
the information contained in or omitted from the Registration
Statement, or the Prospectus (or any statement thereto) in
reliance upon and in conformity with information furnished in
writing to NRPLC by or on behalf of any Underwriter through the
Lead Underwriters specifically for inclusion in the Registration
Statement or the Prospectus (or any supplement thereto), which
information is described in Clause 13.2;
(g) Beneficial Owner
As of 18th August, 2003, following (i) the completion of the
assignment of the Additional Assigned Mortgage Portfolio (as
defined in the Prospectus) to the Mortgages Trustee pursuant to
and in accordance with the Mortgage Sale Agreement and (ii) the
declaration of trust over the Additional Assigned Mortgage
Portfolio by the Mortgages Trustee pursuant to and in accordance
with the terms of the Mortgages Trust Deed, the Mortgages
Trustee has held the Additional Assigned Mortgage Portfolio and
has held and will continue to hold the Mortgage Portfolio on a
bare trust for the benefit of Funding 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; and
(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 Current Issuer, Funding, the Mortgages Trustee and
NRPLC
8.1 The Current Issuer and, where expressly provided, Funding, the
Mortgages Trustee and NRPLC severally covenants to, and agrees each for
itself with, the Underwriters and each of them that:
(a) The Registration Statement
The Current Issuer, Funding, the Mortgages Trustee and NRPLC
will use their best efforts to cause the Registration Statement,
if not effective at the date of this Agreement, and any
amendment thereof, to become effective. Prior to the termination
of the offering of the Notes, none of the Current Issuer,
Funding, the Mortgages Trustee or NRPLC will file any amendment
of the Registration Statement or supplement to the Prospectus or
any Rule 462(b) Registration Statement unless the Current
Issuer, Funding, the Mortgages Trustee and NRPLC have furnished
the Lead Underwriters with copies for their review prior to
filing and none of them will file any such proposed amendment or
supplement to which the Lead Underwriters reasonably
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object. Subject to the foregoing sentence, if the Registration
Statement has become or becomes effective pursuant to Rule 430A,
or filing of the Prospectus is otherwise required under Rule
424(b), the Current Issuer, Funding, the Mortgages Trustee and
NRPLC will cause the Prospectus, properly completed, and any
supplement thereto to be filed with the Commission pursuant to
the applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to the Lead
Underwriters of such timely filing. The Current Issuer, Funding,
the Mortgages Trustee and NRPLC will promptly advise the Lead
Underwriters:
(i) when the Registration Statement, if not effective at the
date of this Agreement, shall have become effective;
(ii) when the Prospectus, and any supplement thereto, shall
have been filed (if required) with the Commission
pursuant to Rule 424(b) or when any Rule 462(b)
Registration Statement shall have been filed with the
Commission; and
(iii) when, prior to termination of the offering of the Notes,
any amendment to the Registration Statement shall have
been filed or become effective;
(b) Signed Prospectus
The Current Issuer will deliver to the Underwriters, without
charge, on the date of this Agreement, such number of copies of
the Prospectus as the Underwriters may reasonably request, and
the Current Issuer will furnish to the Lead Underwriters on the
date of this Agreement four copies of the Prospectus signed by a
duly authorised director of the Current Issuer. The Current
Issuer will also promptly furnish each Underwriter (to the
extent not already furnished) and its counsel one conformed copy
of the Registration Statement as originally filed and each
amendment or supplement thereto including all consents and
exhibits filed therewith;
(c) Notify Material Omission
If at any time prior to the earlier of (i) completion (in the
reasonable view of the Lead Underwriters) of the distribution of
the Notes and (ii) three months after the Closing Date, any
event shall have occurred as a result of which the Registration
Statement or Prospectus, as then amended or supplemented, would
include a statement of fact which is not true and accurate in
all material respects or omit any fact the omission of which
would make misleading in any material respect any statement
therein whether of fact or opinion, or if for any other reason
it shall be necessary to amend or supplement the Registration
Statement or Prospectus, then: (i) the Current Issuer will
promptly notify the Underwriters; (ii) the Current Issuer shall
promptly prepare and timely file with the Commission any
amendment or supplement to the Registration Statement or any
Prospectus that may, in the reasonable judgement of the Current
Issuer or the Underwriters, be required by the Securities Act or
requested by the Commission; (iii) the Current Issuer will,
without charge, supply to the Underwriters as many copies as the
Lead Underwriters may reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct
such statement or omission; and (iv) the provisions of Clauses
5(a), 5(b), 5(c), 5(h), 5(o), 5(s), 6(a), 6(b), 6(c), 6(o),
6(r), 7(a) and 7(f) shall be deemed to be repeated by, as
applicable, the Current Issuer, Funding, the Mortgages Trustee
and NRPLC as of the date of each such amended Prospectus or
supplement to the 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 at such date;
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(d) Notify Change
Without prejudice to its obligations under Clause 8.1(c), the
Current 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 Current Issuer on the Closing Date and
will take such steps as may be reasonably requested by the Lead
Underwriters to remedy and/or publicise the same;
(e) Official Announcements
Between the date of this Agreement and the Closing Date (both
dates inclusive) none of NRPLC, the Current Issuer, Funding or
the Mortgages Trustee will, without the prior approval of the
Lead Underwriters on behalf 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 Notes;
(f) Stamp Duty
(i) The Current 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 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 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 will pay any stamp duty, issue, registration,
documentary or other taxes of a similar nature and duties
that it is required to pay under 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 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 Current 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 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 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
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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 Current 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 12.1, the
Current 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 and
penalties, arising from or in connection with the
creation of the security for the Notes and the
obligations of the Current Issuer under the Current
Issuer Trust Deed and for the other amounts to be secured
as contemplated by the Current Issuer Deed of Charge, and
the perfection of such security at any time;
(ii) Without prejudice to the generality of Clause 12.1,
Funding 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 Intercompany Loan and for the other
amounts to be secured as contemplated by the Funding Deed
of Charge the Deeds of Accession and the Current Deed of
Accession and the perfection of such security at any
time; and
(iii) Without prejudice to the generality of Clause 12.1, 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 (it being
agreed that registration or recording at H.M. Land
Registry 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 Current
Issuer, Funding 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
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NRPLC will deliver to the Lead Underwriters on or around the
date of this Agreement a letter addressed to the Underwriters or
their affiliates (relating to the review by
PricewaterhouseCoopers LLP of the Related Security and referred
to in the Signing and Closing Memorandum as the Auditors' pool
audit report letter) dated on or around the date of this
Agreement in the agreed form addressed to NRPLC and the
Underwriters from PricewaterhouseCoopers LLP;
(k) Conditions Precedent
The Current Issuer will use all reasonable endeavours to procure
satisfaction on or before the Closing Date of the conditions
referred to in Clause 9 of this Agreement;
(l) Administration Agreement
Funding and the Mortgages Trustee will use all reasonable
endeavours to procure that NRPLC complies with its obligations
under the Administration Agreement;
(m) Charges and Security Interests
(i) The Current Issuer will procure that each of the charges
and other security interests created by or contained in
the Current Issuer Deed of Charge is registered within
all applicable time limits in all appropriate registers;
and
(ii) Funding will procure that each of the charges and other
security interests created by or contained in the Funding
Deed of Charge, the Deeds of Accession and the Current
Deed of Accession is registered within all applicable
time limits in all appropriate registers;
(n) Ratings
None of NRPLC, the Current Issuer, Funding 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 Notes not being assigned a
AAA rating for the Series 1 Class A1 Notes, the Series 2 Class
A2 Notes and the Series 1 Class A3 Notes, an AA rating for the
Series 1 Class B Notes, an A rating for the Series 1 Class M
Notes and a BBB rating for the Series 1 Class C Notes by Fitch
Ratings Ltd. ("Fitch Ratings"), a Aaa rating for the Series 1
Class A1 Notes, the Series 1 Class A2 Notes and the Series 1
Class A3 Notes, an Aa3 rating for the Series 1 Class B Notes, an
A2 rating for the Series 1 Class M Notes and a Baa2 rating for
the Series 1 Class C Notes by Moody's Investors Service
("Moody's") and an AAA rating for the Series 1 Class A1 Notes,
the Series 1 Class A2 Notes and the Series 1 Class A3 Notes, an
AA rating for the Series 1 Class B Notes, an A rating for the
Series 1 Class M Notes and a BBB rating for the Series 1 Class C
Notes by Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc. ("Standard & Poor's");
(o) Legal Agreements
Prior to closing on the Closing Date none of NRPLC, the Current
Issuer, Funding 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 Lead Underwriters (such consent not to be
unreasonably withheld or delayed);
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(p) Commission Filings
The Current Issuer, Funding 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 Current Issuer, Funding
or the Mortgages Trustee will file any such document or
amendment unless the Current Issuer, Funding and the Mortgages
Trustee have furnished the Lead Underwriters 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;
(q) Copies of Filings and Commission
Prior to filing with the Commission during the Marketing Period,
if there is (i) any amendment or supplement to the Registration
Statement, (ii) any amendment or supplement to any Prospectus,
or (iii) any material document filed by the Current Issuer,
Funding 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 6-K ("Form 6-K") or Form 20-F ("Form
20-F") under the Exchange Act and the rules and regulations
thereunder or (B) any amendment of or supplement to any such
document, the Current Issuer, Funding and the Mortgages Trustee,
as the case may be, will furnish a copy thereof to each
Underwriter, and counsel to the Underwriters;
(r) Notice to Underwriters of Certain Events
During the Marketing Period, the Current Issuer will advise the
Underwriters immediately (i) when any post-effective amendment
to the Registration Statement becomes effective, (ii) of any
request or proposed request by the Commission, whether written
or oral, for an amendment or supplement to the Registration
Statement, to any Rule 462(b) Registration Statement, to any
Prospectus or to any material document filed by the Current
Issuer, Funding 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 Current Issuer, Funding 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 any order directed to the Prospectus or
any document incorporated therein by reference or the initiation
or threat of any stop order proceeding or of any challenge to
the accuracy or adequacy of any document incorporated by
reference in the Prospectus, (iv) of receipt by NRPLC or the
Current Issuer of any notification with respect to the
suspension of the qualification of the 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 Current 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
Current Issuer or made any public announcement that any such
organisation has under surveillance or review its rating of any
debt securities of
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NRPLC or the Current 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 Current Issuer is so
informed;
(s) Stop Orders
The Current Issuer will use its best efforts to prevent the
issuance of any stop order or the suspension of any
qualification referred to in Clause 8.1(q) above 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 Notes for sale in any jurisdiction is
suspended, the Current Issuer will make every reasonable effort
to obtain the lifting of that order or suspension at the
earliest possible time; and
(t) Blue Sky Qualifications
The Current Issuer will co-operate with the Underwriters to
qualify the Dollar Notes for offering and sale under the
securities laws of such jurisdictions of the United States as
the Underwriters may designate, and to maintain such
qualifications in effect for as long as may be required for the
distribution of the Dollar Notes, and to file such statements
and reports as may be required by the laws of each jurisdiction
in which the Dollar Notes have been qualified as above provided
that in connection therewith the Current 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 Dollar 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 Current Issuer on the Closing Date and will take
such steps as may be reasonably requested by the Lead
Underwriters to remedy and/or publicise 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;
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(c) Ratings
NRPLC will not take, or cause to be taken, any action and will
not permit any action to be taken which it knows or has reason
to believe would result in the Current Issuer not being assigned
a AAA rating for the Series 1 Class A1 Notes, the Series 1 Class
A2 Notes and the Series 1 Class A3 Notes, an AA rating for the
Series 1 Class B Notes, an A rating for the Series 1 Class M
Notes and a BBB rating for the Series 1 Class C Notes by Fitch
Ratings, a Aaa rating for the Series 1 Class A1 Notes, the
Series 1 Class A2 Notes and the Series 1 Class A3 Notes, an Aa3
rating for the Series 1 Class B Notes, an A2 rating for the
Series 1 Class M Notes and a Baa2 rating for the Series 1 Class
C Notes by Moody's and an AAA rating for the Series 1 Class A1
Notes, the Series 1 Class A2 Notes and the Series 1 Class A3
Notes, an AA rating for the Series 1 Class B Notes, an A rating
for the Series 1 Class M Notes and a BBB rating for the Series 1
Class C Notes by Standard & Poor's; and
(d) 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 Lead Underwriters (such
consent not to be unreasonably withheld or delayed).
9. Conditions Precedent
9.1 The obligation of the Underwriters under this Agreement to subscribe
for the Dollar Notes is subject to the following conditions precedent:
(a) The Registration Statement
(i) If the Registration Statement has not become effective
prior to the date of this Agreement, unless the Lead
Underwriters agree in writing to a later time, the
Registration Statement will become effective not later
than (i) 6:00 pm New York City time on the date of
determination of the public offering price, if such
determination occurred at or prior to 3:00 pm New York
City time on such date or (ii) 9:30 am New York City time
on the next business day in New York following the day on
which the public offering price was determined, if such
determination occurred after 3:00 pm New York City time
on such date;
(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 time period required by Rule 424(b); and
(iii) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted
or threatened;
(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
Dollar Notes on or prior to the Closing Date;
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(c) Admission to Trading
The Dollar Notes having been admitted to the Official List
maintained by UK Listing Authority and the Stock Exchange having
agreed to admission of the Dollar Notes to trading on or about
the Closing Date;
(d) Legal Opinions
On or prior to the Closing Date, there having been delivered to
the Current Issuer, the Underwriters, the Note Trustee and the
Security Trustee copies of opinions and disclosure letters, in
form and substance satisfactory to the Lead Underwriters, the
Note Trustee, the Security Trustee and the Rating Agencies,
dated the Closing Date, of:
(i) Sidley Austin Brown & Wood, legal and tax advisers as to
English law and as to US law to NRPLC, the Mortgages
Trustee, Funding and the Current Issuer, addressed to
NRPLC, the Mortgages Trustee, Funding, the Current
Issuer, the Underwriters, the Managers, the Note Trustee
and the Security Trustee;
(ii) Mourant du Feu & Jeune, legal advisers as to Jersey law
to Funding and the Mortgages Trustee, addressed to
Funding, the Mortgages Trustee, the Underwriters, the
Managers, the Note Trustee and the Security Trustee;
(iii) Allen & Overy, legal advisers as to US law to the
Underwriters and the Managers, addressed to the
Underwriters; and
(iv) Counsel for each of the Currency Rate Swap Providers;
(e) Auditors' Letters
(A) On or around the date of this Agreement, there having
been addressed and delivered to the Underwriters letters,
in form and substance satisfactory to the Lead
Underwriters, dated on or around the date of this
Agreement, from PricewaterhouseCoopers LLP, the
independent auditors of the Current Issuer and Funding;
and
(B) On the Closing Date, there having been addressed and
delivered to the Current Issuer, in form and substance
satisfactory to the Lead Underwriters, a pool report in
respect of agreed upon procedures in connection with the
Northern Rock plc mortgage files (with no material
exceptions to the results stated therein) from
PricewaterhouseCoopers LLP;
(f) Certified Constitutional Documents
On or prior to the Closing Date, there having been delivered to
the Lead Underwriters on behalf of the Underwriters a copy,
certified by a duly authorised director or the company secretary
of, as applicable, the Current Issuer, Funding and the Mortgages
Trustee of: (i) the Memorandum and Articles of Association of
each of the Current Issuer, Funding and the Mortgages Trustee;
(ii) the resolution of the Board of Directors of each of the
Current Issuer, Funding and the Mortgages Trustee authorising
the execution of this Agreement and the other Legal Agreements
and the entry into and performance of the transactions
contemplated thereby; and (iii) in
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respect of the Current Issuer, the issue of the Notes and the
entry into and performance of the transactions contemplated
thereby;
(g) Accuracy of Representations
At the Closing Date: (i) the representations and warranties of
the Current Issuer, Funding, the Mortgages Trustee and NRPLC in
this Agreement being true, accurate and correct at, and as if
made on, the Closing Date and the Current Issuer, Funding, 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
authorised officer of, as applicable, the Current Issuer,
Funding, 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 Current
Issuer, Funding, the Mortgages Trustee or NRPLC which is
material in the context of the issue of the Notes;
(h) Circumstances for Termination
On or prior to the Closing Date, in the opinion of the Lead
Underwriters (after consultation with NRPLC, if practicable),
none of the circumstances described in Clause 14.1(c) or 14.1(d)
having arisen;
(i) 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 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;
(j) Other Issues
The Reg S Notes having been or being issued and subscribed and
paid for pursuant to the Subscription Agreement prior to or
contemporaneously with the issue, subscription and payment for
the Dollar Notes hereunder;
(k) 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
judgment of the Lead Underwriters, be materially adverse to the
financial or trading condition of the Current Issuer, Funding,
the Mortgages Trustee or NRPLC from that set forth in 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
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with reference to the facts and circumstances prevailing at that
date nor the failure of the Current Issuer, Funding, 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;
(l) Solvency Certificates
(i) The Current Issuer having furnished or caused to be
furnished to the Underwriters and the Note Trustee at the
Closing Date a solvency certificate, dated the Closing
Date, of a duly authorised director of the Current Issuer
in the agreed form;
(ii) Funding having furnished or caused to be furnished to the
Current Issuer, NRPLC and the Security Trustee a solvency
certificate, dated the Closing Date, of a duly authorised
director of Funding in the agreed form;
(iii) The Mortgages Trustee having furnished or caused to be
furnished to the Underwriters, the Current Issuer, the
Security Trustee and NRPLC a solvency certificate, dated
the Closing Date, of a duly authorised director of the
Mortgages Trustee in the agreed form; and
(iv) NRPLC having furnished or caused to be furnished to the
Underwriters, the Current Issuer, the Security Trustee,
Funding and the Mortgages Trustee a solvency certificate,
dated the Closing Date, of a duly authorised officer or
director of NRPLC in the agreed form;
(m) Policy Statement 104 Application
On or prior to the Closing Date, all reasonable efforts having
been taken by the Current Issuer to procure that the Policy
Statement 104 Application of the Current Issuer has been
approved by the relevant New York state authority; and
(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 by the Mortgages Trustee from NRPLC on [o] and related
rights to be acquired from NRPLC pursuant thereto having been
taken.
1.2 Prior to the Closing Date, there shall be furnished to the Lead
Underwriters such further information, certificates, opinions and
documents as the Lead Underwriters may reasonably request.
1.3 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 Lead Underwriters,
this Agreement and all obligations of the Underwriters hereunder may be
cancelled (provided, however, that the liability of the Current Issuer
in relation to expenses as provided under, or under any arrangements
referred to in, Clause 12 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 Lead Underwriters. Notice of such
cancellation shall be given to the Current Issuer in writing or by
telephone or facsimile confirmed in writing.
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1.4 The Lead Underwriters, on behalf of the Underwriters, may, in their
discretion, waive compliance with the whole or any part of this Clause
9.
10. Closing
10.1 Issue of Dollar Notes
(a) Upon opening of business in New York on the Closing Date, the Current
Issuer will cause the Global Note Certificate for each of the Series 1
Class A1 Notes, Series 1 Class A2 Notes, Series 1 Class A3 Notes,
Series 1 Class B Notes, Series 1 Class M Notes and Series 1 Class C
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 Lead Underwriters
with DTC or to such other account with DTC as the Lead Underwriters may
direct; and
(b) Deliver the Global Note Certificate for each of the Series 1 Class A1
Notes, Series 1 Class A2 Notes, Series 1 Class A3 Notes, Series 1 Class
B Notes, Series 1 Class M Notes and Series 1 Class C Notes duly
executed on behalf of the Current Issuer and authenticated in
accordance with the Paying Agent and Agent Bank Agreement, to Citibank
N.A., as custodian for DTC.
10.2 Payment
Against delivery of the Dollar Notes (i) the Underwriters will pay to
the Lead Underwriters the gross underwriting proceeds for the Dollar
Notes and (ii) the Lead Underwriters will pay proceeds to the Current
Issuer or to a third party, as directed by the Current Issuer, the
gross underwriting proceeds for the Dollar Notes. Payment for the
Dollar Notes shall be made by the Lead Underwriters in Dollars in
immediately available funds to the accounts of the Current Issuer,
account number [o], sort code [o], or such other accounts as the
Current Issuer may direct, and shall be evidenced by a confirmation
from the Lead Underwriters that they have so made that payment to the
Current Issuer.
1.3 Gross Underwriting Proceeds
The Current Issuer undertakes that on the Closing Date it will apply
the gross underwriting proceeds for the Notes forthwith in making a
loan to Funding pursuant to the terms of the Intercompany Loan
Agreement. Funding undertakes that it will apply the proceeds of the
Intercompany Loan to make payment to the Mortgages Trustee or at the
Mortgages Trustee's direction of the purchase price of a portion of
Funding's beneficial share of the Additional Assigned Mortgage
Portfolio and related rights pursuant to the Mortgage Sale Agreement.
11. Commissions
1.1 In consideration of the obligations undertaken herein by the
Underwriters, the Current Issuer agrees to pay to the Underwriters a
selling commission (the "Selling Commission") of [o] per cent. of the
aggregate principal amount of the Series 1 Class A1 Notes, [o] per
cent. of the aggregate principal amount of the Series 1 Class A2 Notes,
[o] per cent. of the aggregate principal amount of the Series 1 Class
A3 Notes, [o] per cent. of the aggregate principal amount of the Series
1 Class B Notes, [o] per cent. of the aggregate principal amount of the
Series 1 Class M Notes and [o] per cent. of the aggregate principal
amount of the Series 1 Class C Notes, respectively, and a combined
management and underwriting commission (the "Management and
Underwriting Commission") of [o] per cent. of the aggregate principal
amount of the Series 1 Class A1 Notes, [o] per cent. of the aggregate
principal amount of the Series 1 Class A2 Notes, [o] per cent. of the
aggregate principal amount of the Series 1 Class A3 Notes, [o] per
cent. of the aggregate principal amount of the Series 1 Class B Notes,
[o]
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of the aggregate principal amount of the Series 1 Class M Notes and [o]
per cent. of the aggregate principal amount of the Series 1 Class C
Notes, respectively.
1.2 The Current Issuer undertakes and covenants that on the Closing Date it
will pay to the Lead Underwriters the aggregate Selling Commission and
aggregate Management and Underwriting Commission calculated in
accordance with Clause 11.1.
12. Expenses
12.1 General Expenses
The Current Issuer covenants to pay or cause to be paid the following
(together with (i) in respect of taxable supplies made to the Current
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 Current
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 Current Issuer's legal advisers and accountants and all
other expenses of the Current Issuer in connection with the issue
(including without limitation any filing fees payable to the Commission
in connection with the registration of the Dollar Notes under the
Securities Act and any fees payable in connection with the
qualification of the Dollar 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 Dollar 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
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 Security Trustee
(including fees and expenses of legal advisers to the Note Trustee and
the Security Trustee), the US Paying Agent and the Agent Bank in 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 Stock Exchange; (f) reasonable
out-of-pocket expenses (excluding legal expenses) incurred by the Lead
Underwriters on behalf of the Underwriters in connection with the
transactions contemplated hereby; (g) any reasonable roadshow expenses
incurred by the Lead Underwriters on behalf of the Underwriters; and
(h) any reasonable amount in respect of the fees and disbursements of
the Underwriters' legal advisers in relation thereto.
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12.2 Reimbursement
The Current 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 12.1.
12.3 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.
13. Indemnification
13.1 Current Issuer, Funding, Mortgages Trustee and NRPLC Indemnity
Each of the Current Issuer, Funding, 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 (each an
"Indemnified Person") within the meaning of either the Securities Act
or the Exchange Act 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 for the registration of the Dollar Notes as
originally filed or in any amendment thereof, or in any Registration
Statement, any preliminary prospectus or the Prospectus, or in any
amendment thereof or supplement thereto, or in any data, table,
computer record, electronic record, e-mail or printed information
provided by or on behalf of NRPLC to the Underwriters for inclusion
(and to the extent included) in the Registration Statement, or arise
out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and agrees to reimburse
each such indemnified party, 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 Current Issuer, Funding, 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 such untrue statement or alleged untrue statement or
omission or alleged omission or any representation, warranty or
covenant made by NRPLC, the Current Issuer, Funding or the Mortgages
Trustee in this Agreement, or made in the Registration Statement, any
preliminary prospectus or the Prospectus in reliance upon and in
conformity with written information furnished to the Current Issuer,
Funding, the Mortgages Trustee and NRPLC by or on behalf of any
Underwriter through the Lead Underwriters specifically for inclusion
therein and provided further, that as to any preliminary prospectus or
the Prospectus, this indemnity agreement shall not inure to the benefit
of any Underwriter (or any person controlling such Underwriter) on
account of any loss, claim, damage, liability or action arising from
the sale of Notes to any person by that Underwriter if that Underwriter
failed to send or give a copy of the Prospectus, as the same may be
amended or supplemented (for the purposes of this Clause 13, the "Final
Prospectus"), to that person within the time required by the Securities
Act where required by law to do so, and the untrue statement or alleged
untrue statement of a material fact or omission or alleged omission to
state a material fact in such preliminary prospectus or Prospectus was
corrected in the Final Prospectus, unless such failure resulted from
non-compliance by the Current Issuer, Funding, the Mortgages Trustee or
NRPLC with Clause 8.1(b) hereof. For purposes of the final proviso to
the immediately preceding sentence, the term Final Prospectus shall not
be deemed to include the documents incorporated therein by
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reference, and no Underwriter shall be obligated to send or give any
supplement or amendment to any document incorporated by reference in
the Prospectus or in any Final Prospectus to any person other than a
person to whom such Underwriter has delivered such incorporated
documents in response to a written or oral request therefor. The
Current Issuer, Funding, 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 Current Issuer, Funding, 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 13.1.
The foregoing shall be subject to the following:
(a) Any right which at any time either Funding or 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) Each of Funding and the Mortgages Trustee undertakes that if at
any time any person indemnified sues such either of Funding or
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, Funding or the Mortgages Trustee as the case may
be 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 either Funding or 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.
13.2 Underwriters' Indemnity
Each Underwriter, severally and not jointly, agrees to indemnify and
hold harmless the Current Issuer, Funding, 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 Current Issuer or NRPLC within the meaning of either the Securities
Act or the Exchange Act, to the same extent as the foregoing indemnity
from the Current Issuer to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the
Current Issuer, Funding, the Mortgages Trustee or NRPLC by or on behalf
of such Underwriter through the Lead Underwriters specifically for
inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any
Underwriter may otherwise have. For purposes of this Clause 13, the
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Current Issuer, Funding, the Mortgages Trustee and NRPLC acknowledge
that the statements set forth under the heading "Underwriting" that
specify, (i) the list of Underwriters and their respective
participation in the sale of the Dollar Notes, (ii) the sentences
related to concessions and reallowances and (iii) the paragraph related
to short sales, stabilisation, short covering transactions and penalty
bids in any preliminary prospectus and the Prospectus constitute the
only information furnished in writing by or on behalf of the several
Underwriters for inclusion in any preliminary prospectus or the
Prospectus.
13.3 Proceedings
Promptly after receipt by an indemnified party under this Clause 13 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 13, 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 13.1 or 13.2
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 defences 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 13.1 or 13.2 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 defence thereof
with counsel satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to
assume the defence of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Clause 13 for
any legal or other expenses subsequently incurred by the indemnified
party in connection with the defence thereof other than reasonable
costs of investigation; provided that each Underwriter, the
Underwriters as a group, or the Current Issuer, Funding, 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 Current Issuer, Funding, 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 13 if in the
reasonable judgement of any Underwriter, the Underwriters acting
together, or any of the Current Issuer, Funding, 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 defence 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 13 for
any legal or other expenses subsequently incurred by such indemnified
party in connection with the defence thereof unless (i) the indemnified
party shall have employed separate counsel in connection with the
assertion of legal defences 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 13.1 or 13.2 hereof), (ii) the indemnifying party
has authorised (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 authorised 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
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any settlement of any proceeding effected without its written consent,
but if settled with such consent or if there be a final judgement 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 judgement. 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 13, 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.
13.4 Contribution
In the event that the indemnity provided in Clause 13.1 or 13.2 is
unavailable to or insufficient to hold harmless an indemnified party
for any reason, the Current Issuer, NRPLC, Funding, 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 Current Issuer,
NRPLC, Funding, 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 Current Issuer, NRPLC,
Funding, the Mortgages Trustee and the Underwriters from the offering
of the Dollar Notes. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Current Issuer,
NRPLC, Funding, 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 Current
Issuer, NRPLC, Funding, 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 Current Issuer, Funding, 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 11.1.
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 Current Issuer, Funding, 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 opportunity to correct or prevent such untrue statement
or omission. The Current Issuer, NRPLC, Funding, 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 13.4, 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 13, each person who
controls an Underwriter within the meaning of either the Securities Act
or 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 Current Issuer, Funding,
the Mortgages Trustee or NRPLC within the
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meaning of either the Securities Act or the Exchange Act, each officer
of the Current Issuer who shall have signed the Registration Statement,
each employee and each director of the Current Issuer, Funding, the
Mortgages Trustee or NRPLC shall have the same rights to contribution
as the Current Issuer, Funding, the Mortgages Trustee or NRPLC, as the
case may be, subject in each case to the applicable terms and
conditions of this Clause 13.4. 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.
14. Termination
14.1 Lead Underwriters' Ability to Terminate
Notwithstanding any other provision of this Agreement, the Lead
Underwriters on behalf of the Underwriters may, by notice to the
Current Issuer given at any time prior to payment of the gross
underwriting proceeds for the Dollar Notes to the Current Issuer,
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 Clause 5 or 6 or 7 (or any deemed repetition
thereof) or failure to perform any of the Current 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 Lead Underwriters on behalf of the Underwriters;
or
(c) if in the opinion of the Lead Underwriters, circumstances shall
be such as: (i) to prevent or to a material extent restrict
payment for the Dollar Notes in the manner contemplated in this
Agreement or (ii) to a material extent prevent or restrict
settlement of transactions in the Dollar Notes in the market or
otherwise; or
(d) if in the opinion of the Lead 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 Dollar 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 London Stock Exchange
or the over-the-counter market shall have been suspended or
minimum prices shall have been established on such exchanges or
such 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 Current Issuer, Funding, the
Mortgages Trustee or NRPLC, which, in the judgement of the Lead
Underwriters materially impairs the investment quality of the
Dollar Notes or makes it impracticable or inadvisable to market
the Dollar Notes or (iv) if in the judgement of the Lead
Underwriters, it otherwise becomes impracticable or inadvisable
to proceed with the offering of the Dollar Notes.
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14.2 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 Current
Issuer shall remain liable under Clause 12 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 13, (ii) the obligations of the Current
Issuer and NRPLC and (iii) the representations and warranties of the
Underwriters made in Clause 3.2(b) of this Agreement, which would have
continued in accordance with Clause 15 had the arrangements for the
underwriting and issue of the Dollar Notes been completed, shall so
continue.
15. Survival of Representations and Obligations
15.1 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 Dollar 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.
15.2 Save for their respective responsibilities to comply with the relevant
representations set forth herein, neither the Current Issuer, Funding,
the Mortgages Trustee nor NRPLC shall have any responsibility in
respect of the legality of the Underwriters or other persons offering
and selling the Dollar Notes in any jurisdiction or in respect of the
Dollar Notes qualifying for sale in any jurisdiction.
16. Notices
16.1 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 Current Issuer,
Fifth Floor
100 Wood Street
London EC2V 7EX
Attention: The Company Secretary
Facsimile: +44 (0) 207 606 0643
With a copy to:
Northern Rock House
Gosforth
Newcastle upon Tyne
NE3 4PL
Attention: Securitisation, Risk Operations
Facsimile: +44 (0) 191 279 4929
(ii) if to NRPLC,
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Northern Rock House
Gosforth
Newcastle upon Tyne
NE3 4PL
Attention: Securitisation, Risk Operations
Facsimile: +44 (0) 191 279 4929
(iii) if to the Underwriters,
Lehman Brothers Inc.
745 Seventh Avenue
New York,
New York 10019-6801
Attention: Head of Mortgage Securitization Group
Facsimile: +1 646 758 2285
and
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York,
New York 10017
Attention: Structuring Team
Facsimile: +1 212 834 6671
(iv) if to Funding,
4 Royal Mint Court
London EC3N 4HJ
Attention: The Company Secretary
Facsimile: +44 (0) 207 073 7874
(v) if to the Mortgages Trustee,
22 Grenville Street
St. Helier, Jersey JE4 8PX
Attention: The Company Secretary
Facsimile: +44 (0) 1534 609 333
16.2 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.
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16.3 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, 4
Royal Mint Court, London EC3N 4HJ, 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 Lead
Underwriters, appoint a further person in England to accept service of
process on its behalf and, failing such appointment within 15 days, the
Lead 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 Lead Underwriters to serve process in any other
manner permitted by law.
16.4 Funding agrees that the process by which any proceedings in England are
begun may be secured on it by being delivered to Granite Finance
Funding Limited c/o Mourant & Co. Capital (SPV) Limited, 4 Royal Mint
Court, London EC3N 4HJ, 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 Funding's behalf Funding shall, on the written
demand of the Lead Underwriters, appoint a further person in England to
accept service of process on its behalf and, failing such appointment
within 15 days, the Lead Underwriters shall be entitled to appoint such
a person by written notice to Funding. Nothing in this sub-clause shall
affect the right of the Lead Underwriters to serve process in any other
manner permitted by law.
17. Time
Time shall be of the essence of this Agreement.
18. Non Petition and Limited Recourse
Each of the Underwriters agrees with the Current Issuer, Funding 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 Current Issuer) and until the expiry of
one year and one day after the payment of all sums outstanding and
owing under any intercompany loan made to Funding by the Current Issuer
or any other company (in respect of the Mortgages Trustee and Funding)
take any corporate action or other steps or legal proceedings for the
winding-up, dissolution, arrangement, reconstruction or re-organisation
or for the appointment of a liquidator, receiver, manager,
administrator, administrative receiver or similar officer of the
Current Issuer, the Mortgages Trustee or Funding or any, or all of,
their respective assets or revenues.
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 Current
Issuer, Funding 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 Current Issuer, Funding 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
Current Issuer, Funding 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
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expressly waived by each person expressed to be a party hereto as a
condition of and consideration for the execution of this Agreement.
19. Governing Law and Jurisdiction
19.1 Governing Law
This Agreement shall be governed by, and shall be construed in
accordance with, the laws of New York.
19.2 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, the Current 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, the Current 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, the Current 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, the
Current Issuer and NRPLC and may be enforced in any other court to
whose jurisdiction each of the Mortgages Trustee, Funding, the Current
Issuer and NRPLC is or may in the future be subject, by suit upon
judgment. Each of the Mortgages Trustee, Funding, the Current 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 judgement) in any other court or
jurisdiction in accordance with applicable law.
20. 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.
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IN WITNESS WHEREOF this Agreement has been entered on the date stated at the
beginning.
GRANITE MORTGAGES 03-3 PLC
By:
NORTHERN ROCK PLC
By:
GRANITE FINANCE FUNDING LIMITED
By:
GRANITE FINANCE TRUSTEES LIMITED
By:
LEHMAN BROTHERS INC.
By:
J.P. MORGAN SECURITIES INC.
By:
[o]
By:
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46
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[o]
By:
[o]
By:
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SCHEDULE
Principal Amount
Underwriters of Series 1 of Series 1 of Series 1 of Series 1 of Series 1 of Series 1
Class A1 Notes Class A2 Notes Class A3 Notes Class B Notes Class M Notes Class C Notes
Lehman Brothers Inc.
[$o] [$o] [$o] [$o] [$o] [$o]
J.P. Morgan Securities Inc.
[$o] [$o] [$o] [$o] [$o] [$o]
[ ]
[$o] [$o] [$o] [$o] [$o] [$o]
[ ]
[$o] [$o] [$o] [$o] [$o] [$o]
[ ]
[$o] [$o] [$o] [$o] [$o] [$o]
Total [$o] [$o] [$o] [$o] [$o] [$o]
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