EXHIBIT 10.7.1
Dated [22] September 2004
GRANITE MORTGAGES 04-3 plc
as Current Issuer
LAW DEBENTURE CORPORATE SERVICES LIMITED
as Current Issuer Corporate Services Provider
NORTHERN ROCK PLC
as Originator
GRANITE FINANCE HOLDINGS LIMITED
GPCH LIMITED
- and -
THE LAW DEBENTURE INTERMEDIARY CORPORATION p.l.c.
as Share Trustee
_____________________________________________________
ISSUER CORPORATE SERVICES AGREEMENT
_____________________________________________________
SIDLEY AUSTIN BROWN & WOOD
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
REF: 30507-30030/664658
CONTENTS
1. Definitions and Interpretation...........................................1
2. Nomination of Directors..................................................2
3. Returns..................................................................3
4. Administrative Services..................................................3
5. Confidentiality..........................................................4
6. Remuneration.............................................................5
7. Non Petition and Limited Recourse........................................5
8. Termination..............................................................6
9. Non-Assignment...........................................................7
10. Non-exclusive............................................................7
11. Indemnity................................................................7
12. Governing Law and Jurisdiction, Appropriate Form.........................8
13. Contracts (Rights of Third Parties) Act 1999.............................8
14. Notices..................................................................8
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THIS AGREEMENT is made on [22] September 2004
BETWEEN:
(1) GRANITE MORTGAGES 04-3 plc (registered number 5168395) 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 as the Current
Issuer;
(2) LAW DEBENTURE CORPORATE SERVICES LIMITED, (registered number 3388362)
whose registered office is at Fifth Floor, 100 Wood Street, London EC2V
7EX in its capacity as the Current Issuer Corporate Services Provider;
(3) NORTHERN ROCK PLC (registered number 3273685) whose registered office is
at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL as Northern
Rock;
(4) GRANITE FINANCE HOLDINGS LIMITED (registered number 4127787) whose
registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as
Holdings;
(5) GPCH LIMITED (registered number 4128437) whose registered office is at
Fifth Floor, 100 Wood Street, London EC2V 7EX as GPCH and, together with
Holdings and the Current Issuer, the "SPV Companies" and each a "SPV
Company"); and
(6) THE LAW DEBENTURE INTERMEDIARY CORPORATION p.l.c. (registered number
1525148) whose registered office is at Fifth Floor, 100 Wood Street,
London EC2V 7EX in its capacity as Share Trustee.
WHEREAS:
The Current Issuer Corporate Services Provider has agreed with the other parties
hereto to provide certain corporate services as more fully described below.
IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions and Interpretation
The provisions of:
(a) the Master Definitions Schedule as amended and restated by (and
appearing in Appendix 1 to) the Master Definitions Schedule Ninth
Amendment and Restatement Deed made on [22] September 2004 between,
among others, the Seller, Funding and the Mortgages Trustee, and
(b) the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood and Allen & Overy LLP
on [22] September 2004,
(as the same have been and may be amended, varied or supplemented from
time to time with the consent of the parties hereto) are expressly and
specifically incorporated into and shall apply to this Agreement. The
Issuer Master Definitions Schedule specified above shall prevail to the
extent that it conflicts with the Master Definitions Schedule.
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2. Nomination of Directors
(a) For so long as this Agreement remains in force and subject as set
out in paragraph (b) below:
(i) Northern Rock will be entitled to, and shall, nominate one
person willing to serve in the capacity of director for each
SPV Company (and Northern Rock shall be deemed to have so
nominated Keith McCallum Currie as its first nominee in such
capacity) and nothing herein shall require Northern Rock to
nominate the same person as director for each SPV Company; and
(ii) the Current Issuer Corporate Services Provider will be entitled
to, and shall, nominate two persons willing to serve in the
capacity of director for each SPV Company (and shall be deemed
to have so nominated L.D.C. Securitisation Director No. 1
Limited and L.D.C. Securitisation Director No. 2 Limited as its
first nominees in such capacity) and nothing herein shall
prevent the Current Issuer Corporate Services Provider from
nominating itself as a corporate director for each SPV Company
or require the Current Issuer Corporate Services Provider to
nominate the same two persons as director for each SPV Company.
(b) In relation to any person nominated or deemed to be nominated under
(a) above, whichever of Northern Rock or the Current Issuer
Corporate Services Provider nominated that person is referred to
below as that person's "appointor".
(c) In relation to any person nominated or deemed to be nominated under
(a) above as a director of any SPV Company, that person is referred
to below as a "Director".
(d) Each appointor hereby confirms to the other that, if the person
nominated or deemed to be nominated by it should resign or retire or
for any other reason cease to act as Director of any SPV Company, it
will promptly:
(i) procure that such Director shall acknowledge in writing that he
has no claim of any nature whatsoever against the SPV
Companies;
(ii) nominate another person willing to act in the relevant
capacity; and
(iii) procure the consent of that other person to act in that
capacity.
(e) Each appointor shall procure that each of the persons respectively
nominated or deemed to be nominated by it from time to time as
provided above accepts the relevant appointment and acts in the
relevant capacity without fee or remuneration from any SPV Company
save that nothing in this Agreement shall prejudice any right to
remuneration on the part of the Current Issuer Corporate Services
Provider under Clause 6 hereof.
(f) The Share Trustee undertakes and agrees subject to its duties and
obligations as Share Trustee under the Share Trust Deed dated 19
March 2001 that it shall exercise its rights as a shareholder of
Holdings and all rights and powers
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vested in it under the Articles of Association of each SPV Company
so as to procure that the Board of Directors of each SPV Company
comprises at all times one nominee of Northern Rock (provided that
Northern Rock shall have nominated such person to such office) and
two nominees of the Current Issuer Corporate Services Provider as
provided under paragraph (a) above.
(g) The obligations of the Current Issuer Corporate Services Provider
under this Agreement and the obligations of each SPV Company under
the Transaction Documents are, respectively, solely the corporate
obligations of the Current Issuer Corporate Services Provider and
the SPV Companies. No recourse shall be had in respect of any
obligation or claim arising out of or based upon this Agreement or
any of the Transaction Documents against any employee, officer or
director of the Current Issuer Corporate Services Provider or the
SPV Companies save where the claim, demand, liability, cost or
expense in connection therewith arises from the negligence, wilful
default or breach of duty of such employee, officer or director of
the Current Issuer Corporate Services Provider or the SPV Companies.
3. Returns
Northern Rock undertakes that the person for the time being nominated by
it as Director of a SPV Company pursuant to Clause 2 shall ensure,
insofar as he or she is able having regard to the duties imposed on
directors by law, that (a) all registers, filings and returns required to
be made by such SPV Company are kept and made in accordance with the
relevant provisions of English law or the rules of any relevant UK
regulatory authority and (b) such SPV Company is otherwise in compliance
with the Companies Act 1985.
4. Administrative Services
4.1 The Current Issuer Corporate Services Provider shall provide the
following services (the "Services"):
(a) a registered office and administrative office for each SPV Company;
(b) the services of three persons who will, if required, accept office
as directors of each SPV Company;
(c) the services of a secretary to each SPV Company to perform all the
duties properly required of a secretary by the directors of such SPV
Company and the Companies Act 1985 (the "Law");
(d) the arrangement of meetings of directors and shareholders of each
SPV Company in the UK and the preparation of minutes of such
meetings;
(e) the arrangement of annual meetings and any other meetings of the
shareholders of each SPV Company;
(f) the maintenance of the statutory books of each SPV Company and any
other books and records required by law or ordinarily required by an
English company and the preparation and issue of share certificates;
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(g) the preparation and submission of any other documents required by
law to be prepared or filed by each SPV Company including all
filings to be made with the Registrar of Companies;
(h) the provision of book keeping services and preparation of each SPV
Company's accounts based upon the ledgers and records maintained by
the Current Issuer Cash Manager;
(i) the instruction of each SPV Company's auditors to prepare the annual
audited financial statements; and
(j) the execution of all such agreements, documents and undertakings as
shall be necessary in connection with the business of each SPV
Company if so authorised by a valid resolution of the Board of
Directors of each SPV Company;
4.2 The Current Issuer Corporate Service Provider's duties:
(a) The Current Issuer Corporate Service Provider shall at all times act
in accordance with all reasonable and proper directions, orders and
instructions given by the Board of Directors of each SPV Company.
(b) The Current Issuer Corporate Service Provider shall not knowingly do
or knowingly omit to do anything which would constitute a breach of
any provisions of the Memorandum and Articles of Association of each
SPV Company or of any legally binding restrictions applying to each
such SPV Company. This includes but is not limited to any legally
binding restrictions applying to each SPV Company as a consequence
of its being a party to the Transaction Documents.
5. Confidentiality
5.1 The Current Issuer Corporate Services Provider shall not, and hereby
undertakes to procure that each person nominated or deemed to be
nominated by the Current Issuer Corporate Services Provider as Director
of each SPV Company shall not (regardless of whether or not such person
shall still be in office), at any time disclose to any person, firm or
company whatsoever (other than the Share Trustee), and shall treat as
confidential, any information relating to the business, finances or other
matters of Northern Rock or any SPV Company which such Director may have
obtained as a result of (in the case of the Current Issuer Corporate
Services Provider) its role under this Agreement as a Director or as
employer or principal to any Director or (in the case of any Director)
such Director's position as Director of each SPV Company, or otherwise
have become possessed of, and the Current Issuer Corporate Services
Provider shall use its best endeavours to prevent any such disclosure
provided however that the provisions of this Clause shall not apply:
(a) to the disclosure of any information already known to the recipient;
(b) to the disclosure of any information which is or becomes public
knowledge otherwise than in breach of this Clause;
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(c) to any extent that disclosure is required pursuant to any law or
order of any court or pursuant to any direction, request or
requirement (whether or not having the force of law) of any central
bank or any governmental or other regulatory or taxation authority
(including, without limitation, any official bank examiners or
regulators or the London Stock Exchange plc or any other applicable
stock exchange);
(d) to the disclosure of any information to professional advisers or any
of the Rating Agencies who receive the same under a duty of
confidentiality;
(e) to the disclosure of any information with the consent of all the
parties hereto; and
(f) to the disclosure of any information to the Note Trustee.
and the Current Issuer Corporate Services Provider hereby agrees to
indemnify and hold harmless Northern Rock and the SPV Companies for all
losses, damages, expenses, costs, claims and charges arising from or
caused by any disclosure of information by any of the Current Issuer
Corporate Services Provider or any Director nominated or deemed to be
nominated by it which disclosure is made contrary to the provisions of
this Clause.
5.2 The obligations of the Current Issuer Corporate Services Provider under
this Clause 5 shall survive the termination of this Agreement.
6. Remuneration
The Current Issuer Corporate Services Provider shall be entitled to
remuneration for the Services provided by it under this Agreement of an
amount to be agreed between the SPV Companies, Northern Rock and the
Current Issuer Corporate Services Provider (together with Value Added Tax
thereon) which shall consist of remuneration for corporate services
hereunder to be borne by the SPV Companies and payable quarterly on
Payment Dates subject to and in accordance with the Current Issuer
Priority of Payments. The remuneration to the Current Issuer Corporate
Services Provider as set forth in this Clause shall apply only in respect
of this Agreement and the transactions contemplated by the Transaction
Documents, and the remuneration to the Current Issuer Corporate Services
Provider in respect of any previous or subsequent transaction between the
parties shall be as agreed in connection with such transaction.
7. Non Petition and Limited Recourse
7.1 Each of the parties hereto hereby agrees that it shall not institute
against any of the SPV Companies any winding-up, administration,
insolvency or similar proceedings in any jurisdiction for so long as any
sum is outstanding under the Notes of any Issuer or for two years plus
one day since the last day on which any such sum was outstanding.
7.2 Each of the parties hereto agrees that notwithstanding any other
provision of this Agreement or any other Transaction Document:
(a) in relation to GPCH and/or Holdings, any amount payable by GPCH or
Holdings to any other party to this Agreement under this Agreement
shall only
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be payable to the extent that GPCH or, as the case may be, Holdings
has sufficient funds to pay such amount on such date; and
(b) in relation to the Current Issuer:
(i) only the Note Trustee may enforce the security created in
favour of the Note Trustee under the Current Issuer Deed of
Charge in accordance with the provisions thereof;
(ii) no sum due or owing to any party to this Agreement from or by
the Current Issuer under this Agreement shall be payable by the
Current Issuer except to the extent that the Current Issuer has
sufficient funds available or (following enforcement of the
Current Issuer Security) the Note Trustee has realised
sufficient funds from the Current Issuer Security to pay such
sum subject to and in accordance with the relevant Current
Issuer Priority of Payments and provided that all liabilities
of the Current Issuer required to be paid in priority thereto
or pari passu therewith pursuant to such Current Issuer
Priority of Payments have been paid, discharged and/or
otherwise provided for in full; and
(iii) it shall not take any steps for the purpose of recovering any
amount payable by the Current Issuer or enforcing any rights
arising out of this Agreement against the Current Issuer
otherwise than in accordance with the Current Issuer Deed of
Charge.
7.3 The provisions of Clause 6 of the Current Issuer Deed of Charge shall
prevail in the event that and to the extent that they conflict with the
provisions of this Clause 7.
8. Termination
8.1 The appointment of the Current Issuer Corporate Services Provider
hereunder in relation to each SPV Company shall terminate:
(a) upon the expiration of 90 days notice in writing given by the
Current Issuer Corporate Services Provider or by the relevant SPV
Company and provided that a substitute corporate services provider
acceptable to the relevant SPV Company and Northern Rock has been
appointed in relation to the relevant SPV Company on terms
substantially the same as those set out in this Agreement and that
such appointment will be effective not later than the date of the
termination;
(b) immediately if:
(i) an order has been made or a resolution has been passed to put
the Current Issuer Corporate Services Provider into liquidation
(except a voluntary liquidation for the purpose of
reconstruction or amalgamation); or
(ii) the Current Issuer Corporate Services Provider has broken or is
in breach of any of the terms of this Agreement and shall not
have remedied such breach within 30 days after service of
notice requiring the same to be remedied; or
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(iii) the Current Issuer Corporate Services Provider becomes
insolvent; or
(iv) the Current Issuer Corporate Services Provider ceases or
threatens to cease to carry on its business or a substantial
part of its business or stops payment or threatens to stop
payment of its debts.
8.2 This agreement shall terminate automatically on the date falling 90 days
after the later of the date on which the Mortgages Trust Deed terminates
or the date on which all of the Current Issuer Secured Obligations have
been discharged in full.
8.3 Termination of the appointment of the Current Issuer Corporate Services
Provider under this Clause 8 shall be without prejudice to the rights of
any party in respect of any antecedent claim against or breach of the
terms of this Agreement by the Current Issuer Corporate Services
Provider.
9. Non-Assignment
The rights and obligations of the parties hereto are personal and, save
in the case of the Current Issuer in accordance with the Current Issuer
Deed of Charge, shall not be capable of assignment.
10. Non-exclusive
The Current Issuer Corporate Services Provider and the Directors shall be
at liberty to provide services of a like nature to any other persons it
may think fit whether for its own account or that of any other person.
Neither the Current Issuer Corporate Services Provider nor any other
person affiliated with the Current Issuer Corporate Services Provider
shall in consequence of the appointment of the Current Issuer Corporate
Services Provider hereunder or in consequence of any transaction entered
into by any SPV Company with the Current Issuer Corporate Services
Provider be liable to account to the SPV Companies for any profits
(whether disclosed or not) accruing to the Current Issuer Corporate
Services Provider from or by virtue of any such transaction.
The Current Issuer Corporate Services Provider shall be entitled to
charge and receive remuneration in accordance with its usual charging
policies for any legal advice initiated by and rendered to any SPV
Company, subject, in the case of any SPV Company, to the limited recourse
provisions set out in Clause 7.
11. Indemnity
Northern Rock undertakes to indemnify and hold harmless the Current
Issuer Corporate Services Provider, the Directors and the Share Trustee
against all actions, proceedings, accounts, claims or demands and any
costs and expenses incurred in connection therewith which may be brought
or made or threatened to be brought or made against either the Current
Issuer Corporate Services Provider, the Directors or the Share Trustee in
connection with the affairs of any SPV Company unless any such liability
shall have arisen solely due to the fraud, wilful misconduct or gross
negligence of the Current Issuer Corporate Services Provider, the
Directors or the Share Trustee. This indemnity shall continue in force
notwithstanding the termination of this Agreement.
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12. Governing Law and Jurisdiction, Appropriate Form
12.1 This Agreement is governed by, and shall be construed in accordance with,
the laws of England and Wales.
12.2 Each of the parties hereto irrevocably agrees that the courts of England
shall have jurisdiction to hear and determine any suit, action or
proceeding, and to settle any disputes, which may arise out of or in
connection with this Agreement and, for such purposes, irrevocably
submits to the jurisdiction of such courts.
12.3 Each of the parties hereto irrevocably waives any objection which it
might now or hereafter have to the courts of England being nominated as
the forum to hear and determine any proceedings and to settle any
disputes, and agrees not to claim that any such court is not a convenient
or appropriate forum.
13. Contracts (Rights of Third Parties) Act 1999
A person who is not a party to this Agreement may not enforce any of its
terms under the Contracts (Rights of Third Parties) Act 1999, but this
shall not affect any right or remedy of a third party which exists or is
available apart from that Act.
14. Notices
Any notices to be given and any correspondence or communication to be
delivered or forwarded pursuant to this Agreement shall be sufficiently
served, delivered or forwarded if sent by prepaid airmail or by facsimile
transmission and shall be deemed to be given (in the case of facsimile
transmission at 10.00am on the next business day in the place of receipt
following despatch) or (in the case of the post) three (3) days after the
despatch thereof and shall be sent:
(a) in the case of the Current Issuer Corporate Services Provider, to
its office specified against its name at the commencement of this
Agreement, fax number 020 7606 0643, marked for the attention of
Sharon Tyson;
(b) in the case of each SPV Company, to its office specified against its
name at the commencement of this Agreement fax number 020 7606 0643,
marked for the attention of Sharon Tyson with a copy to Northern
Rock to its office specified against its name at the commencement of
this Agreement, fax number 0191 279 4694, marked for the attention
of Keith Currie; and
(c) in the case of the Share Trustee, to its office specified against
its name at the commencement of this Agreement fax number 020 7606
0643, marked for the attention of Sharon Tyson.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the date
first above written:
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EXECUTION PAGE
The Current Issuer
Executed by
GRANITE MORTGAGES 04-3 PLC
as follows: By______________________________________________
Signed for and on its behalf by one of its duly for and on behalf of LDC Securitisation
authorised attorneys/signatories Director No.1 Limited
Name______________________________________________
The Current Issuer Corporate Services Provider
Executed by
LAW DEBENTURE CORPORATE SERVICES LIMITED
as follows: By______________________________________________
Signed for and on its behalf by one of its duly representing LDC Trust Management Limited
authorised attorneys/signatories
Name______________________________________________
The Share Trustee
Executed by
LAW DEBENTURE INTERMEDIARY CORPORATION PLC
as follows: By______________________________________________
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name______________________________________________
Holdings
Executed by
GRANITE FINANCE HOLDINGS LIMITED
as follows: By______________________________________________
Signed for and on its behalf by one of its duly for and on behalf of LDC Securitisation
authorised attorneys/signatories Director No.1 Limited
Name______________________________________________
GPCH Limited
Executed by
GPCH LIMITED
as follows: By______________________________________________
Signed for and on its behalf by one of its duly for and on behalf of LDC Securitisation
authorised attorneys/signatories Director No.1 Limited
Name______________________________________________
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The Originator
Executed by
NORTHERN ROCK PLC
as follows: By______________________________________________
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name______________________________________________
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