EXHIBIT 4.14
Execution Copy
DATED 23 SEPTEMBER 2002
GRANITE FINANCE FUNDING LIMITED
as Funding
NORTHERN ROCK PLC
as Cash Manager
LLOYDS TSB BANK PLC
as Funding GIC Provider
- AND -
THE BANK OF NEW YORK
as Security Trustee
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FUNDING (02-2) GUARANTEED
INVESTMENT CONTRACT
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SIDLEY XXXXXX XXXXX & XXXX
0 XXXXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
REF:553080
Table of Contents
Page
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1. Definitions and Interpretation...............................................................1
2. The Funding (Current Issuer) GIC Account and Deposits........................................2
3. Interest.....................................................................................2
4. Transfers, Withdrawals and Enforcement of the Funding Security...............................3
5. Withholding..................................................................................4
6. Termination..................................................................................4
7. Acknowledgement by the Funding GIC Provider..................................................5
8. Payments.....................................................................................5
9. Fee..........................................................................................5
10. Representations, Warranties and Covenants of the Funding GIC Provider........................5
11. No Enforcement and Limited Recourse..........................................................5
12. Non Petition Covenant........................................................................7
13. Notices......................................................................................7
14. Incorporation of Provisions from the Funding (Current Issuer) Bank Account Agreement.........8
15. Security Trustee as a Party..................................................................8
16. Governing Law and Jurisdiction; Process Agents; Appropriate Forum............................8
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THIS AGREEMENT is made on 23 September 2002
BETWEEN:
(1) GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
limited company incorporated under the laws of Jersey but acting out of
its branch office established in England (registered overseas company
number FC022999 and branch number BR005916) at 0xx Xxxxx, Xxx Xxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxx XX0X 0XX as Funding;
(2) NORTHERN ROCK PLC (registered number 3273685), a public limited company
incorporated under the laws of England and Wales whose registered office
is at Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX in its
capacity as Cash Manager;
(3) LLOYDS TSB BANK PLC, a company incorporated in England and Wales under
registered number 2065, acting through its office at Treasury Division, 00
Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX in its capacity as the Funding GIC
Provider; and
(4) THE BANK OF NEW YORK, whose principal office is at 00xx Xxxxx, Xxx Xxxxxx
Xxxxxx, Xxxxxx X00 0XX, in its capacity as Security Trustee.
WHEREAS:
(A) The Seller has agreed to assign the Additional Mortgage Portfolio to the
Mortgages Trustee (as trustee for the Seller and Funding upon the terms of
the Mortgages Trust) pursuant to the terms of the Mortgage Sale Agreement.
Funding proposes to fund its Initial Contribution to the Mortgages Trustee
for the Funding Share of the Additional Trust Property by drawing the
Current Issuer Intercompany Loan, which in turn has been funded by the
Current Issuer by the proceeds of the Current Issuer Notes issued by the
Current Issuer.
(B) The Cash Manager provides Cash Management Services in connection with the
business of the Mortgages Trustee and Funding pursuant to the Cash
Management Agreement.
(C) The Cash Management Agreement provides that Funding shall invest its
liquid funds from time to time in interest bearing accounts and the
Funding GIC Provider is willing to provide such an account pursuant to and
on the terms of this Agreement and the Funding (Current Issuer) Bank
Account Agreement.
(D) Funding's liquid funds shall include all amounts required to be held by
Funding as reserve funds in respect of the Current Issuer and standing at
any time to the credit of the Current Issuer Reserve Fund Ledger or the
Current Issuer Liquidity Reserve Ledger, if any, of the Current Issuer and
which are not invested in Authorised Investments.
1
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 The provisions of:
(a) the Master Definitions Schedule as amended and restated by (and
appearing in Appendix 1 to) the Master Definitions Schedule Third
Amendment Deed made on 23 September 2002 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 Xxxxxx Xxxxx & Xxxx and Xxxxx & Xxxxx on 23
September 2002,
(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.
2. THE FUNDING (CURRENT ISSUER) GIC ACCOUNT AND DEPOSITS
2.1 THE FUNDING (CURRENT ISSUER) GIC ACCOUNT: The Funding GIC Provider
confirms that (i) (on the instructions of Funding) the Funding (Current
Issuer) GIC Account has been opened in its books in the name of Funding,
(ii) it has received from Funding a duly completed account mandate in the
form set out in Schedule 1 to the Funding (Current Issuer) Bank Account
Agreement, and (iii) it agrees to accept on deposit in the Funding
(Current Issuer) GIC Account all monies transferred from time to time to
that Account, subject to and upon the terms of this Agreement, the Funding
(Current Issuer) Bank Account Agreement, the Cash Management Agreement and
the Funding Deed of Charge.
2.2 DEPOSITS: Subject to and upon the terms of this Agreement, the Funding
(Current Issuer) Bank Account Agreement, the Cash Management Agreement and
the Funding Deed of Charge, on each Payment Date or other date on which in
accordance with the relevant Funding Priority of Payments any amount of
Issuer Allocable Revenue Receipts and/or Issuer Allocable Principal
Receipts which are allocable to the Current Issuer is required to be
credited to the Current Issuer Reserve Fund and/or the Current Issuer
Liquidity Reserve Fund (if any) of the Current Issuer, Funding or the Cash
Manager on behalf of Funding will deposit such amount into the Funding
(Current Issuer) GIC Account and the Funding GIC Provider agrees to accept
such monies so transferred on deposit in the Funding (Current Issuer) GIC
Account, subject to and upon the terms of this Agreement, the Funding
(Current Issuer) Bank Account Agreement, the Cash Management Agreement and
the Funding Deed of Charge.
3. INTEREST
3.1 INTEREST: Subject as provided in Clause 3.2 below, interest shall accrue
from day to day on the balance from time to time of the Funding (Current
Issuer) GIC Account (the "FUNDING (CURRENT ISSUER) GIC BALANCE") from (and
including) each Payment Date (or, in the case of the first interest
period, the Closing Date) to (but excluding) the immediately succeeding
Payment Date (or, in the case of the first interest period, the first
Payment Date) and shall be paid quarterly on the London Business Day
immediately preceding each Payment Date at a rate of interest per annum
equal to LIBOR for three-month sterling deposits (which, for the purpose
of this Agreement, shall be the rate determined by the Funding GIC
Provider (and not the Agent Bank)
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minus 0.375 per cent. (the "FUNDING (CURRENT ISSUER) GIC RATE")
(calculated on the basis of the actual number of days elapsed and a 365
day year) by payment for value on the same day to the Funding (Current
Issuer) GIC Account or to such other account as Funding or the Cash
Manager shall specify.
3.2 NO ACCRUAL: Interest shall not accrue on any amount deposited into the
Funding (Current Issuer) GIC Account on the day on which it is so
deposited unless that amount is deposited into the Funding (Current
Issuer) GIC Account by 11.00 a.m. London time on that day.
3.3 NOTIFICATION OF THE FUNDING (CURRENT ISSUER) GIC RATE: On or as soon as
reasonably practicable after each Payment Date and following determination
of the applicable LIBOR rate, the Funding GIC Provider will inform Funding
and the Cash Manager of the Funding (Current Issuer) GIC Rate which shall
apply for the relevant interest period.
3.4 PAYMENT: On any day on which interest is payable by the Funding GIC
Provider under this Agreement, the Funding GIC Provider shall pay the
amount of interest then due in immediately available, freely transferable,
cleared funds by no later than the close of business on that day.
4. TRANSFERS, WITHDRAWALS AND ENFORCEMENT OF THE FUNDING SECURITY
4.1 TRANSFER TO FUNDING TRANSACTION ACCOUNT: Subject to the provisions of and
only to the extent permitted under the Cash Management Agreement and the
Funding Deed of Charge, Funding or the Cash Manager on behalf of Funding
may on any London Business Day give notice to the Funding GIC Provider
that it wishes to transfer on such date to the Funding Transaction Account
from the Funding (Current Issuer) GIC Account all or such part of the
Funding (Current Issuer) GIC Balance as Funding or the Cash Manager shall
notify to the Funding GIC Provider and (subject to there being sufficient
funds in the Funding (Current Issuer) GIC Account) the Funding GIC
Provider shall comply with such notice and pay the amount specified in
such notice to the Funding Transaction Account.
4.2 CONSENT OF SECURITY TRUSTEE: Unless the Funding GIC Provider has received
the prior written consent of the Security Trustee, the Funding GIC
Provider is authorised only to permit (so far as the same is within its
control) withdrawals from the Funding (Current Issuer) GIC Account for the
purposes of making a transfer to the Funding Transaction Account and
unless Funding or the Cash Manager has received the prior written consent
of the Security Trustee neither Funding nor the Cash Manager will request
any withdrawal or transfer for any other purpose.
4.3 NO NEGATIVE BALANCE: Neither Funding nor the Cash Manager will request any
withdrawal from the Funding (Current Issuer) GIC Account if to do so would
cause the Funding (Current Issuer) GIC Account to have a negative balance.
4.4 INSTRUCTIONS FROM CASH MANAGER: Pursuant to the Cash Management Agreement,
Funding has appointed the Cash Manager as its agent to administer, inter
alia, the Funding (Current Issuer) GIC Account and to exercise Funding's
rights and to act as Funding's agent under this Agreement. The Funding GIC
Provider agrees and confirms that it will, unless otherwise notified in
writing by the Security Trustee
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(including in the circumstances provided under Clause 4.5 (Direction from
Security Trustee) below), act in accordance with the written instructions
given by the Cash Manager on behalf of Funding in the administration and
operation of the Funding (Current Issuer) GIC Account, and, in the event
of being so notified in writing by the Security Trustee, it will act in
accordance with the instructions given by the Security Trustee.
Nevertheless, Funding, the Cash Manager and the Security Trustee
acknowledge and agree that the Funding GIC Provider shall not be liable
for any instructions given by any of Funding, the Cash Manager or the
Security Trustee.
4.5 DIRECTION FROM SECURITY TRUSTEE: If the Funding GIC Provider receives
notice in writing from the Security Trustee to the effect that (a) the
Security Trustee has served an Intercompany Loan Enforcement Notice or (b)
the appointment of Northern Rock as Cash Manager under the Cash Management
Agreement has been terminated, then, save as otherwise expressly provided
under the Funding (Current Issuer) Bank Account Agreement, the Funding GIC
Provider agrees that it shall, upon receipt of such notice from the
Security Trustee, comply with the directions of the Security Trustee or
any successor cash manager appointed by the Security Trustee (subject to
such successor cash manager having entered into an agreement with the
relevant Account Bank on substantially the same terms as this Agreement)
in relation to the operation of the Funding (Current Issuer) GIC Account.
5. WITHHOLDING
The parties agree that Clause 14 (Withholding) of the Funding (Current
Issuer) Bank Account Agreement shall, to the extent that it relates to the
Funding (Current Issuer) GIC Account, be incorporated in and shall apply,
mutatis mutandis, to this Agreement (and for this purpose references to
any "ACCOUNT BANK" shall be deemed to be replaced by the "FUNDING GIC
PROVIDER") such that all payments to be made by the Funding GIC Provider
hereunder will be made upon the terms and subject to the same conditions
as are set out in Clause 14 (Withholding) of the Funding (Current Issuer)
Bank Account Agreement.
6. TERMINATION
6.1 AUTOMATIC TERMINATION: This Agreement shall terminate automatically upon
termination of the Funding (Current Issuer) Bank Account Agreement in
accordance with its terms and/or the closing of the Funding (Current
Issuer) GIC Account in accordance with the Funding (Current Issuer) Bank
Account Agreement, subject to the fulfilment of any requirement thereunder
(if any) for the appointment of a financial institution or financial
institutions (with a short-term, unguaranteed and unsubordinated debt
obligation rating of at least A-1+ (in the case of S&P), P-1 (in the case
of Xxxxx'x) and F1+ (in the case of Fitch)) under agreements in form and
substance similar to the Funding (Current Issuer) Bank Account Agreement
and/or this Agreement, as applicable.
6.2 PAYMENT ON TERMINATION: On the date of termination of this Agreement, the
Funding GIC Provider shall pay to or to the order of the Cash Manager or
(as required hereunder and/or under the Funding Deed of Charge) the
Security Trustee, all amounts standing to the credit of the Funding
(Current Issuer) GIC Account with interest accrued thereon to (but
excluding) the date of actual payment.
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7. ACKNOWLEDGEMENT BY THE FUNDING GIC PROVIDER
The Funding GIC Provider acknowledges and agrees that all of the
restrictions on the rights of any Account Bank under, and the
acknowledgements made by any Account Bank under, Clause 5 (Acknowledgement
by the Account Bank) of the Funding (Current Issuer) Bank Account
Agreement shall, to the extent that the same shall apply to the Funding
(Current Issuer) GIC Account, be incorporated in and shall apply, mutatis
mutandis, to this Agreement (and for this purpose references to any
"ACCOUNT BANK" shall be deemed to be replaced by the "FUNDING GIC
PROVIDER") such that the Funding GIC Provider hereby makes the same
acknowledgements in respect of the Funding (Current Issuer) GIC Account
and acknowledges and agrees to the same restrictions in respect of its
rights.
8. PAYMENTS
Payments required to be made hereunder shall be made in accordance with
the provisions of the Funding (Current Issuer) Bank Account Agreement.
9. FEE
Funding shall pay the Funding GIC Provider on the date of this Agreement a
fee as separately agreed by Funding and the Funding GIC Provider in
respect of the services provided pursuant to this Agreement which shall
include the reasonable legal costs and expenses of the Funding GIC
Provider in connection with the negotiation and execution of this
Agreement and the Funding (Current Issuer) Bank Account Agreement.
10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FUNDING GIC PROVIDER
10.1 The Funding GIC Provider hereby represents and warrants, on the date
hereof and on each date on which an amount is credited to the Funding
(Current Issuer) GIC Account, that:
(a) it is duly incorporated under the laws of England and Wales;
(b) it is an institution authorised to carry on banking business,
including accepting deposits under the Financial Services and
Markets Xxx 0000; and
(c) it is a "bank" for the purposes of Section 349 of the Income and
Corporation Taxes Xxx 0000.
10.2 The Funding GIC Provider shall immediately notify Funding and the Security
Trustee in the event that any of the representations and warranties set
out in this Clause 10 ceases to be true.
10.3 The Funding GIC Provider shall provide such information or evidence
relating to the Funding (Current Issuer) GIC Account as the Security
Trustee or Cash Manager may require.
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11. NO ENFORCEMENT AND LIMITED RECOURSE
11.1 The Funding GIC Provider hereby undertakes to each of the other parties
hereto that:
(a) only the Security Trustee may enforce the security created in favour
of the Security Trustee under or pursuant to the Funding Deed of
Charge in accordance with the provisions thereof;
(b) notwithstanding any other provision of this Agreement or any other
Transaction Document, no sum due or owing to the Funding GIC
Provider from or by Funding under this Agreement shall be payable by
Funding except to the extent that Funding has sufficient funds
available or (following enforcement of the Funding Security) the
Security Trustee has realised sufficient funds from the Funding
Security to pay such sum subject to and in accordance with the
relevant Funding Priority of Payments and provided that all
liabilities of Funding required to be paid in priority thereto or
pari passu therewith pursuant to such Funding Priority of Payments
have been paid, discharged and/or otherwise provided for in full;
(c) it shall not take any steps for the purpose of recovering any amount
payable under this Agreement (including, without limitation, by
exercising any rights of set-off) or enforcing any rights arising
out of this Agreement against Funding and it shall not take any
steps or legal proceedings for the winding-up, dissolution or
reorganisation of, or the institution of insolvency proceedings
against, Funding or for the appointment of a receiver,
administrator, liquidator or similar officer of Funding in respect
of any or all of its revenues except to the extent expressly
permitted under the Funding Deed of Charge; and
(d) following any enforcement of the Funding Security, it will hold on
trust for, and will pay to, the Security Trustee or the Receiver, as
the case may be, all monies received or recovered by it (whether by
way of set-off or otherwise) other than monies owing to it and paid
to it in accordance with the Funding Post-Enforcement Priority of
Payments, in order that such monies may be applied by the Security
Trustee or the Receiver in accordance with the Funding
Post-Enforcement Priority of Payments.
11.2 CORPORATE OBLIGATIONS: 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
such person as such, 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 person 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 such person contained
in this Agreement, or implied therefrom, and that any and all personal
liability for breaches by such person of any of such obligations,
covenants or agreements, either under any applicable law or by statute or
constitution, of every such shareholder, officer, agent or director is
hereby expressly waived by each person expressed to be a party hereto as a
condition of and consideration for the execution of this Agreement.
11.3 FUNDING DEED OF CHARGE: The provision of Clause 6 (Restrictions on
Exercise of Certain Rights) of the Funding Deed of Charge shall prevail in
the event that and to the extent that they conflict with the provisions of
this Clause 11 and the provisions of Clause 12 (Non Petition Covenant).
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12. NON PETITION COVENANT
Each of the parties hereto hereby agrees that it shall not institute
against Funding, any winding-up, administration, insolvency or similar
proceedings in any jurisdiction for so long as any sum is outstanding
under any Intercompany Loan Agreement of any Issuer or for two years plus
one day since the last day on which any such sum was outstanding provided
that the Security Trustee may prove or lodge a claim in the event of a
liquidation initiated by any other person.
13. NOTICES
13.1 NOTICES: Any notices to be given pursuant to this Agreement to any of the
parties hereto shall be sufficiently served if sent by prepaid first class
post, by hand or facsimile transmission and shall be deemed to be given
(in the case of facsimile transmission) when despatched, (where delivered
by hand) on the day of delivery if delivered before 17.00 hours (London
time) on a London Business Day or on the next London Business Day if
delivered thereafter or on a day which is not a London Business Day or (in
the case of first class post) when it would be received in the ordinary
course of the post and shall be sent:
(a) in the case of Funding, to Granite Finance Funding Limited at 0xx
Xxxxx, 00 Xxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxx XX0X 0XX (facsimile
number 020 7332 6199) for the attention of the Company Secretary,
with a copy to Northern Rock plc, Northern Xxxx Xxxxx, Xxxxxxxx,
Xxxxxxxxx xxxx Xxxx XX0 0XX, (facsimile number 0191 213 2203), for
the attention of the Group Secretary;
(b) in the case of the Funding GIC Provider, to Lloyds TSB at 00
Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile number, 0207 623 2338)
for the attention of Xxxxxx Xxxxxx, Treasury Division;
(c) in the case of the Cash Manager, to Northern Rock plc at Xxxxxxxx
Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX (facsimile number
0191 213 2203) for the attention of the Group Secretary;
(d) in the case of the Security Trustee, to The Bank Of New York, 00xx
Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (facsimile number 020 7964
6399) for the attention of Corporate Trust (Global Structured
Finance);
or to such other address or facsimile number or for the attention of such
other person or entity as may from time to time be notified by any party
to the others by written notice in accordance with the provisions of this
Clause 13.
13.2 ILLEGIBLE INSTRUCTIONS: Notwithstanding the provisions of Clause 13.1
(Notices), instructions to the Funding GIC Provider to effect transfers
and/or payment on any date will not be deemed to have been delivered
unless and until actual receipt of such instructions in legible form by
the Funding GIC Provider.
13.3 NOTIFICATION OF ILLEGIBILITY: The Funding GIC Provider covenants and
undertakes that, upon receipt of any instructions in illegible form, it
will immediately notify the party from whom such instructions were
received.
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14. INCORPORATION OF PROVISIONS FROM THE FUNDING (CURRENT ISSUER) BANK ACCOUNT
AGREEMENT
The parties hereby agree that to the extent that the same shall apply to
the Funding (Current Issuer) GIC Account, Clauses 16 (Entire Agreement),
Clause 17 (Variation and Wavier), Clause 18 (Assignment), Clause 19 (The
Security Trustee), Clause 20 (New Intercompany Loan Agreements), Clause 21
(Exclusion of Third Party Rights) and Clause 22 (Counterparts) of the
Funding (Current Issuer) Bank Account Agreement shall be incorporated in
and shall apply, mutatis mutandis, to this Agreement and shall bind the
parties hereto as though set out in full in this Agreement (and for this
purpose references to any "ACCOUNT BANK" shall be deemed to be replaced by
the "FUNDING GIC PROVIDER").
15. SECURITY TRUSTEE AS A PARTY
The Security Trustee has agreed to become a party to this Agreement for
the better preservation and enforcement of its rights under this Agreement
and the Security Trustee shall assume no liability whatsoever to Funding,
the Funding GIC Provider or the Cash Manager.
16. GOVERNING LAW AND JURISDICTION; PROCESS AGENTS; APPROPRIATE FORUM
16.1 GOVERNING LAW: This Agreement is governed by, and shall be construed in
accordance with, English law.
16.2 JURISDICTION: Each of the parties hereto irrevocably agrees that the
courts of England are to have jurisdiction to settle 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 submit
to the jurisdiction of such courts.
16.3 PROCESS AGENTS: Funding irrevocably and unconditionally appoints Mourant &
Co. Capital (SPV) Limited at 0xx Xxxxx, 00 Xxx Xxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxx XX0X 0XX or otherwise at its registered office for the time being
as its agent for service of process in England in respect of any
proceedings in respect of this Agreement and undertakes that in the event
of Mourant & Co. Capital (SPV) Limited ceasing so to act it will appoint
another person with a registered office in London as its agent for service
of process.
16.4 APPROPRIATE FORUM: 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.
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EXECUTION PAGE
AS WITNESS, the hands of the duly authorised representatives of the parties
hereto the day and year first before written:
EXECUTED for and on behalf of )
GRANITE FINANCE FUNDING LIMITED )
by: )
Authorised Signatory
Name: XXXXX XXXXXXX
Title: DIRECTOR
EXECUTED for and on behalf of )
LLOYDS TSB BANK PLC )
by: )
)
Authorised Signatory
Name: XXXX XXXXXXX
Title: DIRECTOR, UK FINANCIAL INSTITUTIONS
EXECUTED for and on behalf of )
NORTHERN ROCK PLC )
by: )
)
Authorised Signatory
Name:
Title:
EXECUTED for and on behalf of )
THE BANK OF NEW YORK )
by: )
)
Authorised Signatory
Name: XXXX XXXXXXX
Title: ASSISTANT VICE PRESIDENT
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