Exhibit 10.6.1
Dated [ ] September 2003
GRANITE MORTGAGES 03-3 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
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ISSUER CORPORATE SERVICES AGREEMENT
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SIDLEY XXXXXX XXXXX & XXXX
0 XXXXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
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 [ ] September 2003
BETWEEN:
(1) GRANITE MORTGAGES 03-3 plc (registered number 4823268) a
public limited company incorporated under the laws of England and
Wales whose registered office is at Xxxxx Xxxxx, 000 Xxxx Xxxxxx,
Xxxxxx XX0X 0XX as the Current Issuer;
(2) LAW DEBENTURE CORPORATE SERVICES LIMITED, (registered number 3388362)
whose registered office is at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X
0XX in its capacity as the Current Issuer Corporate Services Provider;
(3) NORTHERN ROCK PLC (registered number 3273685) whose registered office
is at Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX as
Northern Rock;
(4) GRANITE FINANCE HOLDINGS LIMITED (registered number 4127787) whose
registered office is at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
as Holdings;
(5) GPCH LIMITED (registered number 4128437) whose registered office is at
Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX 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 Xxxxx Xxxxx, 000 Xxxx Xxxxxx,
Xxxxxx XX0X 0XX 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 Sixth Amendment and Restatement Deed
made on [ ] September 2003 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 & Overy on [ ] September 2003,
(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 Xxxxx XxXxxxxx
Xxxxxx 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 Xxx 0000.
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 Acts 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 a 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) Xxx 0000
A person who is not a party to this Agreement may not enforce any of
its terms under the Contracts (Rights of Third Parties) Xxx 0000, 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 000 0000 0000, marked for the
attention of Xxxxxx Xxxxx;
(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 Xxxxxx Xxxxx with a copy
to Northern Rock to its office specified against its name at the
commencement of this Agreement, fax number 0000 000 0000, marked
for the attention of Xxxxx Xxxxxx; 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 Xxxxxx Xxxxx.
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 03-3 PLC
as follows: By
Signed for and on its behalf by one of its duly ----------------------------------------------
authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
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The Current Issuer Corporate Services Provider
Executed by
LAW DEBENTURE CORPORATE
SERVICES LIMITED By
as follows: ----------------------------------------------
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name
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The Share Trustee
Executed by
LAW DEBENTURE INTERMEDIARY
CORPORATION PLC By
as follows: ----------------------------------------------
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name
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Holdings
Executed by
GRANITE FINANCE HOLDINGS LIMITED
as follows: By
Signed for and on its behalf by one of its duly ----------------------------------------------
authorised attorneys/signatories for and on behalf of LDC Securitisation
Director No.1 Limited
Name
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GPCH Limited
Executed by By
GPCH LIMITED -----------------------------------------------
as follows: for and on behalf of LDC Securitisation
Signed for and on its behalf by one of its duly Director No.1 Limited
authorised attorneys/signatories
Name
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The Originator
Executed by By
NORTHERN ROCK PLC ----------------------------------------------
as follows: Duly Authorised Attorney/Signatory
Signed for and on its behalf by one of its duly
authorised attorneys/signatories
Name
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