Exhibit 1.1
EXECUTION COPY
UNDERWRITING AGREEMENT
dated September 15, 2006
GRANITE MASTER
ISSUER PLC
and
NORTHERN ROCK PLC
and
GRANITE FINANCE FUNDING 2 LIMITED
and
GRANITE FINANCE TRUSTEES LIMITED
and
CITIGROUP GLOBAL MARKETS LIMITED
and
LEHMAN BROTHERS INC.
and
UBS SECURITIES LLC
and
BARCLAYS CAPITAL INC.
and
J.P.
MORGAN SECURITIES INC.
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
and
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
relating to GRANITE MASTER ISSUER PLC
U.S.
$1,000,000,000 Series 2006-3 Class A1 Notes due December 2030
U.S.
$1,800,000,000 Series 2006-3 Class A3 Notes due December 2054
U.S.
$1,000,000,000 Series 2006-3 Class A4 Notes due December 2054
U.S.
$1,750,000,000 Series 2006-3 Class A7 Notes due December 2054
U.S. $70,000,000 Series 2006-3 Class B1 Notes due December 2054
U.S.
$182,000,000 Series 2006-3 Class B2 Notes due December 2054
U.S. $90,000,000 Series 2006-3 Class M1 Notes due December 2054
U.S.
$100,000,000 Series 2006-3 Class M2 Notes due December 2054
U.S. $60,000,000 Series 2006-3 Class C2 Notes due December 2054
SIDLEY AUSTIN
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON, EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
REF:30507-30140
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
Clause
! Page
<S> <C>
<C>
1.
Agreement to Issue and
Subscribe......................................................5
2.
Stabilization.........................................................................8
3.
Agreements by the
Underwriters........................................................9
4.
Listing..............................................................................16
5.
Representations and Warranties of the Master
Issuer..................................17
6.
Representations and Warranties of Funding 2 and the Mortgages
Trustee................22
7.
Representations and Warranties of
NRPLC..............................................28
8.
Covenants of the Master Issuer, Funding 2, the Mortgages Trustee
and NRPLC...........31
9.
Conditions
Precedent.................................................................40
10.
Expenses.............................................................................44
11.
Indemnification......................................................................45
12.
Termination..........................................................................49
13. Survival
of Representations and
Obligations..........................................50
14.
Notices..............................................................................50
15.
Time.................................................................................52
16. Non
Petition and Limited
Recourse....................................................52
17. Governing
Law and
Jurisdiction.......................................................53
18.
Counterparts.........................................................................53
19. Authority of the
Lead
Underwriters...................................................53
20.
Successors...........................................................................54
Schedule 1
..................................................................................S-1
</TABLE>
i
<PAGE>
THIS UNDERWRITING AGREEMENT (this "Agreement") is made as of
September 15, 2006
BETWEEN:
(1) GRANITE
MASTER ISSUER PLC, a public limited company incorporated under
the laws
of England and Wales, whose registered office is at Fifth
Floor, 100
Wood Street, London EC2V 7EX (the "Master Issuer");
(2) NORTHERN
ROCK PLC, a public limited company incorporated under the laws
of England
and Wales, whose registered office is at Northern Rock House,
Gosforth,
Newcastle upon Tyne NE3 4PL ("NRPLC");
(3) GRANITE
FINANCE FUNDING 2 LIMITED, a private limited company
incorporated under the laws of England and Wales, whose
registered
office is
at Fifth Floor, 100 Wood Street, London EC2V 7EX ("Funding
2");
(4) GRANITE
FINANCE TRUSTEES LIMITED, a private limited company
incorporated
under the
laws of Jersey, Channel Islands, whose registered office is at
22
Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
(the
"Mortgages
Trustee");
(5) CITIGROUP
GLOBAL MARKETS LIMITED, a limited liability company
incorporated under the laws of England and Wales, whose
registered
office is
at Citigroup Centre, Canada Square, Canary Wharf, London E14
5LB,
LEHMAN BROTHERS INC., a corporation organized under the laws of
the
State of
Delaware, whose registered office is at 2711 Centerville Road,
Wilmington, Delaware 19808, and UBS SECURITIES LLC, a limited
liability
company
organized under the laws of the State of Delaware, whose
registered
office is at c/o Corporation Service Company, 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808 (the
"Lead
Underwriters"); and
(6) BARCLAYS
CAPITAL INC., a corporation organized under the laws of the
State of
Connecticut, whose registered office is at 200 Park Avenue, New
York, New
York 10166, J.P. MORGAN SECURITIES INC., a corporation
organized
under the laws of the State of New York, whose registered
office is
at 270 Park Avenue, New York, New York 10019, MERRILL LYNCH,
PIERCE,
FENNER & SMITH INCORPORATED, a corporation organized under
the
laws of
the State of Delaware, whose registered office is at c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware
19801, and
MORGAN STANLEY & CO. INTERNATIONAL LIMITED, a private
limited
company
incorporated under the laws of England and Wales, whose
registered
office is 25 Cabot Square, Canary Wharf, London E14 4QA,
(together
with the Lead Underwriters, the "Underwriters" and each an
"Underwriter").
WHEREAS:
(A) The Master
Issuer proposes to issue and sell to the Underwriters the
mortgage-backed notes of the series and class specified in Schedule
1
hereto and
described in Clause 1.3 hereof (the "US Notes" as set forth
on the
cover page of the Prospectus Supplement).
(B) The US Notes
will be issued in U.S. dollars and in minimum denominations
of
$100,000 and integral multiples of $1,000 in excess thereof. The
US
Notes will
be issued on the date and at the time specified in the
Prospectus
Supplement, which date and time may be changed by agreement
between
the Master Issuer and the Lead Underwriters on behalf of the
Underwriters (such date and time of delivery of and payment for
such US
Notes
being
<PAGE>
hereinafter referred to as the "Closing Date"). The issue of the
US
Notes is
referred to in this Agreement as the "Issue".
(C)
Simultaneously with the Issue, the Master Issuer intends to issue
other
classes
and series of notes (the "Reg S Notes", and together with the
US
Notes, the
"Notes") specified in the subscription agreement dated as of
the date
hereof (the "Subscription Agreement") among the Master Issuer,
NRPLC,
Funding 2, the Mortgages Trustee and the respective dealers
named
therein
(the "Dealers"). Such Dealers have agreed to subscribe and pay
for the
Reg S Notes upon the terms and subject to the conditions
contained
in the Subscription Agreement and the programme agreement
dated as
of January 19, 2005 (the "Programme Date"), as amended by a
Deed of
Amendment dated August 26, 2005, among the Master Issuer,
NRPLC,
Funding 2,
the Mortgages Trustee and the respective dealers named
therein
(the "Programme Agreement").
(D) The Notes
will be constituted by, issued subject to and have the benefit
of a
supplemental trust deed to the Issuer Trust Deed (the
"Supplemental
Issuer
Trust Deed") to be entered into on or before the Closing Date
between
the Master Issuer and The Bank of New York, London Branch as
trustee
for the Noteholders (the "Note Trustee").
(E) The Notes
(together with the Master Issuer's obligations to its other
creditors)
will be secured by the benefit of security interests created
under a
deed of charge and assignment by way of security dated the
Programme
Date, which includes any deed of accession entered into in
connection
therewith or supplement thereto (the "Issuer Deed of Charge")
by the
Master Issuer, The Bank of New York (in its separate capacities
as the
Note Trustee and the Issuer Security Trustee), Citibank, N.A.
(in
its
separate capacities as the Principal Paying Agent, the US
Paying
Agent, the
Registrar, the Transfer Agent, an Issuer Account Bank and the
Agent
Bank), NRPLC (in its separate capacities as the Issuer Cash
Manager,
the Issuer GIC Provider, an Issuer Account Bank and the
Start-up
Loan Provider), and Law Debenture Corporate Services Limited in
its
capacity as the Corporate Services Provider. The deed of
accession
to the
Issuer Deed of Charge to be entered into on the Closing Date is
herein
referred to as the "Issuer Deed of Accession".
(F) Payments of
principal of, and interest on, the US Notes will be made by
the Master
Issuer to the US Paying Agent and by the US Paying Agent to
Noteholders on behalf of the Master Issuer under a paying agent
and
agent bank
agreement entered into on or before the Programme Date (the
"Issuer
Paying Agent and Agent Bank Agreement") among the Master
Issuer,
the Note Trustee, the
Issuer Security Trustee, the Agent Bank, the
Principal
Paying Agent, the US Paying Agent, the Transfer Agent and the
Registrar.
(G) Each class
of the US Notes will be in fully registered permanent global
form. The
Registrar will maintain a register in respect of the US Notes
in
accordance with the Issuer Paying Agent and Agent Bank Agreement.
The
global
note certificates representing the US Notes (the "Dollar Global
Note
Certificates") will be deposited on behalf of the beneficial
owners
of the US
Notes with Citibank N.A. in New York, as custodian for, and
registered
in the name of Cede & Co. as nominee of, The Depository
Trust
Company
("DTC").
(H) The Master
Issuer will use an amount in Sterling equal to the gross
proceeds
of the Issue as well as an amount in Sterling equal to the
gross
proceeds of the Reg S Notes issue to make advances (each a loan
tranche)
to Funding 2 pursuant to the terms of the global intercompany
loan
agreement entered into on or before the Programme Date among
the
Master
Issuer, Funding 2, the Agent Bank and The Bank of New York,
London
Branch in its capacity as security trustee (the "Funding 2
Security
Trustee") (the "Global Intercompany Loan Agreement" and each
loan
tranche made thereunder, a "Loan Tranche"). Reference to the
2
<PAGE>
Global
Intercompany Loan Agreement shall include reference to a loan
tranche supplement in
respect of the Global Intercompany Loan Agreement
to be
entered into on or about the Closing Date among Funding 2, the
Master
Issuer, the Funding 2 Security Trustee and the Agent Bank, as
amended,
restated, novated, verified or supplemented from time to time
and shall
include any additional and/or replacement intercompany loan
terms and
conditions entered into from time to time in accordance with
the Legal
Agreements.
(I) Funding 2
will pay the proceeds of each Loan Tranche to the Mortgages
Trustee
(or to its order) in consideration for the increase of its
beneficial
share of a trust portfolio made up of, amongst other things,
first
residential mortgage loans (the "Mortgage Loans") and an
interest
in the
related insurances and their related security (together, the
"Related
Security").
(J) On March 26,
2001, NRPLC assigned the initial portfolio of Mortgage
Loans and
their Related Security to the Mortgages Trustee and may assign
further
Mortgage Loans on subsequent assignment dates pursuant to a
mortgage
sale agreement dated March 26, 2001 among NRPLC, the Mortgages
Trustee,
Funding 2 and the Funding 2 Security Trustee (the "Mortgage
Sale
Agreement"). Each of the Mortgages Trustee and Funding 2 has
appointed
NRPLC as administrator to service the Mortgage Loans and their
Related
Security pursuant to an Administration Agreement dated March
26,
2001 (the
"Administration Agreement").
(K) The
Mortgages Trustee holds the Mortgage Loans and their Related
Security
on a bare trust in undivided shares for the benefit of Funding,
Funding 2
and NRPLC pursuant to the mortgages trust deed dated March 26,
2001
entered into by NRPLC, Funding, Funding 2 and the Mortgages
Trustee
(the
"Mortgages Trust Deed"). The Mortgages Trustee also entered into
a
guaranteed
investment contract dated on or about May 26, 2004 in respect
of its
principal bank account (the "Mortgages Trustee Guaranteed
Investment
Contract"), among the Mortgages Trustee, the Security
Trustee,
the Cash Manager and NRPLC (in its capacity as the Mortgages
Trustee
GIC Provider).
(L) Funding 2's
obligations to the Master Issuer under the Global
Intercompany Loan Agreement and to Funding 2's other creditors
are
secured by
the benefit of security interests created by a deed of charge
and
assignment dated the Programme Date, which will include any deed
of
accession to be
entered into in connection therewith or supplement
thereto
(the "Funding 2 Deed of Charge"), by and among Funding 2, the
Master
Issuer, the Mortgages Trustee, the Funding 2 Security Trustee,
the Issuer
Security Trustee, Law Debenture Corporate Services Limited
and NRPLC
(in its separate capacities as Cash Manager, Account Bank,
Funding 2
Basis Rate Swap Provider and Funding 2 GIC Provider).
(M) In
connection with Funding 2's purchase of a beneficial interest in
a
mortgage
portfolio and the issue of certain notes by the Master Issuer,
Funding 2,
in addition to the documents described above, entered into on
the
Programme Date (1) a cash management agreement with the Cash
Manager,
the Mortgages Trustee, the Seller, Funding and the Funding 2
Security
Trustee (the "Cash Management Agreement"); (2) a bank account
agreement
with the Account Banks, the Funding 2 Security Trustee and the
Cash
Manager (the "Funding 2 Bank Account Agreement"); (3) a
guaranteed
investment
contract with, inter alios, NRPLC as Funding 2 GIC Provider
and Cash
Manager and the Funding 2 Security Trustee (the "Funding 2
Guaranteed
Investment Contract"); (4) a corporate services agreement
(the
"Corporate Services Agreement") with, inter alios, Law
Debenture
Corporate
Services Limited as corporate services provider to Funding 2
and the
Master Issuer; and (5) an ISDA Master Agreement including the
Schedule
thereto and confirmations thereunder in the respect of the
Funding 2
(mortgage rates) basis rate swap and Funding 2 (LIBOR rate)
basis rate
swap with Funding 2, the Basis Rate Swap Provider and the
Note
Trustee (the "Basis Rate Swap Agreements").
3
<PAGE>
(N) In
connection with the Issue, the Master Issuer will also execute
and
deliver,
on or before the Closing Date, (1) the Global Note Certificates
relating
to each class of the Notes; (2) a start-up loan tranche
supplement
with the Start-up Loan Provider and the Issuer Security
Trustee
(the "Start-Up Loan Tranche Supplement"); (3) an ISDA Master
Agreement,
including the Schedule thereto and confirmations thereunder
in respect
of Dollar/Sterling currency swaps with the relevant Issuer
Swap
Provider(s) and the Note Trustee (the "Dollar Currency Swap
Agreements"); and (4) an ISDA Master Agreement, including the
Schedule
thereto
and confirmations thereunder in respect of Euro/Sterling
currency
swaps with the relevant Issuer Swap Provider(s) and the Note
Trustee
(the "Euro Currency Swap Agreements" and together with the
Dollar
Currency Swap Agreements, the "Currency Swap Agreements").
(O) In
connection with the Issue, the Master Issuer has executed and
delivered,
on or before the Programme Date, (1) the Corporate Services
Agreement;
(2) a cash management agreement between the Master Issuer,
the Issuer
Cash Manager and the Issuer Security Trustee (the "Issuer
Cash
Management Agreement"); (3) a bank account agreement between
the
Master
Issuer, the Issuer Security Trustee, the Issuer Cash Manager,
the
Issuer GIC
Account Bank and the Issuer Transaction Account Bank (the
"Issuer
Bank Account Agreement"); (4) a post-enforcement call option
agreement
(the "Post-Enforcement Call Option Agreement") between the
Master
Issuer, the Note Trustee and GPCH Limited; and (5) a start-up
loan
agreement with the Start-up Loan Provider, the Master Issuer
and
the Issuer
Security Trustee (the "Start-Up Loan Agreement").
(P) As required,
the Master Issuer, Funding 2, the Mortgages Trustee and/or
NRPLC will
enter into any other relevant documents to be signed and
delivered
on or before the Closing Date (such documents, together with
the
Mortgage Sale Agreement, the Mortgages Trust Deed, the
Administration Agreement, the Mortgages Trustee Guaranteed
Investment
Contract,
the Global Intercompany Loan Agreement, the Post-Enforcement
Call
Option Agreement, the Funding 2 Guaranteed Investment Contract,
the
Cash
Management Agreement, the Funding 2 Bank Account Agreement, the
Collection
Bank Agreement, the Start-up Loan Agreement, the Start-up
Loan
Tranche Supplement, the Funding 2 Deed of Charge, the Basis
Rate
Swap
Agreements, the Issuer Deed of Charge (as amended by the Issuer
Deed of
Accession), the Supplemental Issuer Trust Deed, the Issuer Cash
Management
Agreement, the Issuer Paying Agent and Agent Bank Agreement,
the Issuer
Bank Account Agreement, the Corporate Services Agreement, the
Currency
Swap Agreements, this Agreement, the Programme Agreement and
the
Subscription Agreement, each as they have been or may be
amended,
restated,
varied or supplemented from time to time are collectively
referred
to herein as the "Legal Agreements").
(Q) The Master
Issuer (together with Funding 2 and the Mortgages Trustee)
has
prepared a registration statement on Form S-3, including a
prospectus
relating to the US Notes and additional series of notes, for
the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), of the offering and sale thereof from time to
time in
accordance
with Rule 415 under the Securities Act. At or prior to the
time when
sales to purchasers of the US Notes were first made by the
Underwriters, which was approximately 4:00 p.m. (GMT +01:00,
London) on
September
13, 2006 (the "Time of Sale"), the Master Issuer (together
with
Funding 2 and the Mortgages Trustee) had prepared the following
information (when read together, the "Time of Sale Information"):
(i)
the
Preliminary Prospectus Supplement dated August 30, 2006 to the
base
prospectus
dated August 30, 2006 (including information referred to
under the
caption "Static Pool Data" in Annex D therein regardless of
whether it
is deemed a part of the Registration Statement or
Prospectus), together with such base prospectus (the "Initial
Preliminary Prospectus") and (ii) the Preliminary Prospectus
Supplement
dated
September 12, 2006 to the base prospectus dated September 12,
2006
(including
information referred to under the caption "Static Pool Data"
in Annex D
therein
4
<PAGE>
regardless
of whether it is deemed a part of the Registration Statement
or
Prospectus) together with such base prospectus (the "Revised
Preliminary Prospectus"). If, subsequent to the Time of Sale and
prior
to the
Closing Date, the Revised Preliminary Prospectus included an
untrue
statement of material fact or omitted to state a material fact
necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and as
a
result
investors in the US Notes may terminate their old "Contracts of
Sale"
(within the meaning of Rule 159 under the Securities Act) for
any
US Notes
and the Underwriters enter into new Contracts of Sale with
investors
in the US Notes, then "Time of Sale Information" will refer to
the
information conveyed to investors at the time of entry into the
first such
new Contract of Sale, in an amended preliminary prospectus
approved
by the Master Issuer (together with Funding 2 and the Mortgages
Trustee)
and the Lead Underwriters that corrects such material
misstatements or omissions (a "Corrected Prospectus") and "Time of
Sale"
will refer
to the time and date on which such new Contracts of Sale were
entered
into.
IT IS AGREED as follows:
1.
AGREEMENT TO ISSUE AND SUBSCRIBE
1.1 Definitions
and Interpretation
(a)
Capitalized
terms used herein and not otherwise defined herein or
pursuant hereto, unless the context otherwise requires, shall
have
the meanings given to them in the Programme Master Definitions
Schedule signed for the purposes of identification only by
Sidley
Austin Brown & Wood and Allen & Overy LLP on the Programme
Date
and the Issuer Master Definitions Schedule signed for the
purposes
of identification only by Sidley Austin Brown & Wood and Allen
&
Overy LLP on the Programme Date (each as amended, varied or
supplemented from time to time). In the event of a conflict
between the Programme Master Definitions Schedule and the
Issuer
Master Definitions Schedule, the Issuer Master Definitions
Schedule will control.
(b)
In this
Agreement:
(i) words
denoting the singular number only shall include the
plural
number also and vice versa;
(ii) words denoting
one gender only shall include the other
genders;
(iii) words denoting persons only shall include firms and
corporations and vice versa;
(iv) references to any
statutory provision shall be deemed also
to refer to any statutory modification or re-enactment
thereof or any statutory instrument, order or regulation
made thereunder or under any such re-enactment;
(v) references
to any agreement or other document (including any
of the Legal Agreements) shall be deemed also to refer to
such agreement or document as amended, varied, supplemented,
restated or novated from time to time;
(vi) clause, paragraph
and schedule headings are for ease of
reference only;
5
<PAGE>
(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 Offering
Each of
the Master Issuer, Funding 2 and the Mortgages Trustee
understands that the Underwriters have offered and will offer the
US
Notes upon
the terms set forth in the Time of Sale Information and the
Prospectus, and in compliance with all applicable laws and
regulations.
1.3 Purchase and
Sale
Subject to
the terms and conditions and in reliance upon the
representations and warranties set forth in this Agreement, the
Master
Issuer
agrees to issue and sell the US Notes on the Closing Date to
the
Underwriters as hereinafter provided, and each Underwriter agrees
to
purchase,
severally and not jointly, from the Master Issuer the
respective
principal amount of the US Notes set forth opposite such
Underwriter's name in Schedule 1 hereto at a price equal to the
aggregate of 100
per cent. of the aggregate principal amount of the
Series
2006-3 Class A1 Notes, 100 per cent. of the aggregate principal
amount of
the Series 2006-3 Class A3 Notes, 100 per cent. of the
aggregate
principal amount of the Series 2006-3 Class A4 Notes, 100 per
cent. of
the aggregate principal amount of the Series 2006-3 Class A7
Notes, 100
per cent. of the aggregate principal amount of the Series
2006-3
Class B1 Notes, 100 per cent. of the aggregate principal amount
of the
Series 2006-3 Class B2 Notes, 100 per cent. of the aggregate
principal
amount of the Series 2006-3 Class M1 Notes, 100 per cent. of
the
aggregate principal amount of the Series 2006-3 Class M2 Notes
and
100 per
cent. of the aggregate principal amount of the Series 2006-3
Class C2
Notes (the "Issue Price"). The Series 2006-3 Class A1 Notes,
Series
2006-3 Class A3 Notes, Series 2006-3 Class A4 Notes, Series
2006-3
Class A7 Notes, Series 2006-3 Class B1 Notes, Series 2006-3
Class
B2 Notes,
Series 2006-3 Class M1 Notes, Series 2006-3 Class M2 Notes and
Series
2006-3 Class C2 Notes are collectively referred to as the "US
Notes".
The Master
Issuer acknowledges and agrees that each of the Underwriters
in
providing investment banking services to the Master Issuer in
connection
with the offering, including in acting pursuant to the terms
of this
Agreement, has acted and is acting as an arm's-length
counterparty and not as a fiduciary and the Master Issuer does
not
intend any
of the Underwriters to act in any capacity other than as an
arm's-length counterparty, including as a fiduciary or in any
other
position
of higher trust.
1.4
Commissions
In
consideration of the obligations undertaken herein by the
Underwriters, the Master Issuer agrees to pay to the Underwriters
a
selling
commission (the "Selling Commission") of 0.03333 per cent. of
the
aggregate principal amount of the Series 2006-3 Class A1 Notes,
0.04333
per cent. of the aggregate principal amount of the Series
2006-3
Class A3
Notes, 0.04667 per cent. of the aggregate principal amount of
the Series
2006-3 Class A4 Notes,
6
<PAGE>
0.06000
per cent. of the aggregate principal amount of the Series
2006-3
Class A7
Notes, 0.10000 per cent. of the aggregate principal amount of
the Series
2006-3 Class B1 Notes, 0.10000 per cent. of the aggregate
principal
amount of the Series 2006-3 Class B2 Notes, 0.14667 per cent.
of the
aggregate principal amount of the Series 2006-3 Class M1 Notes,
0.14667
per cent. of the aggregate principal amount of the Series
2006-3
Class M2
Notes and 0.30000 per cent. of the aggregate principal amount
of the
Series 2006-3 Class C2 Notes and a combined management and
underwriting commission (the "Management and Underwriting
Commission")
of 0.01667
per cent. of the aggregate principal amount of the Series
2006-3
Class A1 Notes, 0.02167 per cent. of the aggregate principal
amount of
the Series 2006-3 Class A3 Notes, 0.02333 per cent. of the
aggregate
principal amount of the Series 2006-3 Class A4 Notes, 0.03000
per cent.
of the aggregate principal amount of the Series 2006-3 Class
A7 Notes,
0.05000 per cent. of the aggregate principal amount of the
Series
2006-3 Class B1 Notes, 0.05000 per cent. of the aggregate
principal
amount of the Series 2006-3 Class B2 Notes, 0.07333 per cent.
of the
aggregate principal amount of the Series 2006-3 Class M1 Notes,
0.07333
per cent. of the aggregate principal amount of the Series
2006-3
Class M2
Notes and 0.15000 per cent. of the aggregate principal amount
of the
Series 2006-3 Class C2 Notes.
The Master
Issuer undertakes and covenants that on the Closing Date it
will pay
to the Lead Underwriters on behalf of the Underwriters the
aggregate
Selling Commission and aggregate Management and Underwriting
Commission
calculated in accordance with this Clause 1.4.
1.5 Delivery and
Payment
No later
than 3:00 p.m. (London time) on the Closing Date, the Master
Issuer
will (a) cause the Global Note Certificate for each of the US
Notes to
be registered in the name of Cede & Co. as nominee for DTC
for
credit on
the Closing Date to the account of the 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 US
Notes duly
executed on behalf of the Master Issuer and authenticated in
accordance
with the Paying Agent and Agent Bank Agreement to Citibank
N.A., as
custodian for DTC.
Against
delivery of the US Notes (i) the Underwriters will pay to the
Lead
Underwriters the gross underwriting proceeds for the US Notes
and
(ii) the
Lead Underwriters will pay to the Master Issuer or to a third
party, as
directed by the Master Issuer, the gross underwriting proceeds
for the US
Notes. Payment for the US Notes shall be made by the Lead
Underwriters in Dollars in immediately available funds to the
account of
the Master
Issuer, account number 10861537, or to such other accounts as
the Master
Issuer may direct, and shall be evidenced by a confirmation
from the
Lead Underwriters that they have so made that payment to the
Master
Issuer.
1.6 The Legal
Agreements
To the
extent that each of the Master Issuer, Funding 2, the Mortgages
Trustee
and NRPLC is a signatory to the Legal Agreements, each will on
or before
the Closing Date, have entered into or enter into each of the
Legal
Agreements to which it is a party, substantially in the form of
the draft
reviewed by Allen & Overy LLP and Sidley Austin (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 Master Issuer and, if it is a signatory, Funding 2, the
Mortgages
Trustee and/or NRPLC.
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1.7 The
Notes
The Notes
will be issued on the Closing Date in accordance with the
terms of
the Supplemental Issuer Trust Deed and will be in, or
substantially in, the form set out therein.
1.8
Prospectus
The Master
Issuer confirms that it has prepared the Initial Preliminary
Prospectus, the Revised Preliminary Prospectus and the Prospectus
for
use in
connection with the issue of the US Notes and hereby authorizes
the
Underwriters to distribute copies of the Prospectus in
connection
with the
offering and sale of the US Notes, copies of the Initial
Preliminary Prospectus and the Revised Preliminary Prospectus
having
already
been distributed with the consent of the Master Issuer.
1.9 Authority to
Offer
The Master
Issuer confirms that it has authorized the Lead Underwriters
to offer
the US Notes on its behalf to the Underwriters for subscription
at the
Issue Price subject to signature of this Agreement. Subject to
Clause
3.2(a), the Master Issuer acknowledges and agrees that the
Underwriters may offer and sell US Notes to or through any
affiliate of
an
Underwriter and that any such affiliate may offer and sell US
Notes
purchased
by it to or through any Underwriter.
2.
STABILIZATION
2.1
Stabilization
(a)
In connection
with the issue of the US Notes, the Underwriter(s)
(if any) named as the stabilizing underwriter(s) (the
"Stabilizing
Underwriter(s)") (or persons acting on behalf of any
Stabilizing
Underwriter) in the Prospectus Supplement may over-allot US
Notes
(provided that the aggregate principal amount of US Notes
allotted
does not exceed 105 per cent. of the aggregate principal amount
of
the US Notes) or effect transactions with a view to supporting
the
market price of the US Notes at a level higher than that which
might otherwise prevail. However, there is no assurance that
the
Stabilizing Underwriter(s) (or persons acting on behalf of any
Stabilizing Underwriter) will undertake stabilization action.
Any
stabilization action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the US
Notes is made and, if begun, may be ended at any time, but it
must
end no later than the earlier of 30 days after the issue date
of
the US Notes and 60 days after the date of the allotment of the
US
Notes.
(b)
The Master
Issuer confirms that it has not issued and will not
issue, without the prior consent of the Stabilizing
Underwriter(s)
(if any) (such consent not to be unreasonably withheld), any
press
or other public announcement referring to the proposed issue of
US
Notes unless the announcement adequately discloses that
stabilizing action may take place in relation to the US Notes
to
be issued.
(c)
The Master
Issuer authorises the Stabilizing Underwriter(s) to
make all appropriate announcements in relation to any
stabilization or ancillary stabilization action taken in
respect
of the US Notes.
(d)
In carrying on
any stabilization activity, the Stabilizing
Underwriter(s) shall act as principal and not as agent of the
Master Issuer.
8
<PAGE>
2.2
Stabilization Profits and Losses
As between
the Master Issuer and the Stabilizing Underwriter any loss
resulting from
stabilization transactions entered into by the
Stabilizing Underwriter pursuant to Clause 2.1 shall be borne, and
any
profit
arising therefrom shall be retained, by the Stabilizing
Underwriter for its own account.
3.
AGREEMENTS BY THE UNDERWRITERS
3.1 Default of
Underwriters
(a)
If any
Underwriter shall default on its obligation to purchase US
Notes which it has agreed to purchase hereunder, the
non-defaulting Underwriters may in their discretion arrange to
purchase, or for another party or other parties reasonably
satisfactory to NRPLC to purchase, such US Notes on the terms
contained herein. If within thirty-six hours after such default
by
any
Underwriter, the non-defaulting Underwriters do not arrange
for the purchase of such US Notes, then NRPLC shall be entitled
to
a further period of thirty-six hours within which to procure
another party or other parties satisfactory to the
non-defaulting
Underwriters to purchase such US Notes on such terms. In the
event
that, within the respective prescribed periods, the Lead
Underwriters on behalf of the non-defaulting Underwriters
notify
NRPLC that the non-defaulting Underwriters have so arranged for
the purchase of such US Notes, or NRPLC notifies the
non-defaulting Underwriters that it has so arranged for the
purchase of such US Notes, the non-defaulting Underwriters or
NRPLC shall have the right to postpone the Closing Date for a
period of time agreed by the 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 US Notes. Any substitute purchaser of
US
Notes pursuant to this paragraph shall be deemed to be an
Underwriter, for purposes of this Agreement, in connection with
the offering and sale of the US Notes.
(b)
If, after giving
effect to any arrangements for the purchase of US
Notes of a defaulting Underwriter by the non-defaulting
Underwriters, as provided in Clause 3.1(a) above, the aggregate
principal amount of the US Notes which remains unpurchased does
not exceed ten per cent. of the aggregate principal amount of
the
US Notes, NRPLC shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of
the
US Notes which such Underwriter agreed to purchase hereunder
and,
in addition to require each non-defaulting Underwriter to
purchase
its pro rata share (based on the principal amount of the US
Notes
which such Underwriter agreed to purchase hereunder) of the
principal amount of the US Notes of such defaulting Underwriter
for which such arrangements have not been made; but nothing
herein
shall relieve a defaulting Underwriter from liability for its
default.
(c)
If, after giving
effect to any arrangements for the purchase of
the principal amount of the US Notes of a defaulting
Underwriter
by the non-defaulting Underwriters as provided in Clause 3.1(a)
above, the aggregate principal amount of the US Notes which
remains unpurchased exceeds ten per cent. of the aggregate
principal amount of the US Notes, or if NRPLC shall not
exercise
the right described in Clause 3.1(b) above to require
non-defaulting Underwriters to purchase the US Notes of a
defaulting Underwriter, then this Agreement shall thereupon
terminate, without liability on the part of the non-defaulting
Underwriters; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
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<PAGE>
3.2 Selling
Each
Underwriter severally (and not jointly) agrees as follows:
(a)
United
States
It is understood that several Underwriters propose to offer the
US
Notes for sale to the public in the United States as set forth
in
the Time of Sale Information and the Prospectus. Any
Underwriters
that are not U.S. registered broker dealers will offer and sell
the US Notes in the United States only through U.S. registered
broker dealers.
(b)
United
Kingdom
Each Underwriter represents and agrees that:
(i) it has only
communicated or caused to be communicated and
will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) received by
it in connection with the issue or sale of any US Notes in
circumstances in which Section 21(1) of the FSMA does not
apply to the Master Issuer; and
(ii) it has complied
and will comply with all applicable
provisions of the FSMA with respect to anything done by it
in relation to the US Notes in, from or otherwise involving
the United Kingdom.
(c)
Italy
Each of the Underwriters represents and agrees that the
offering
of
the US Notes has not been cleared by CONSOB (the Italian
Securities Exchange Commission) pursuant to Italian securities
legislation and, accordingly, each of the Underwriters
represents
and agrees that no US Notes may be offered, sold or delivered,
nor
may copies of the Prospectus or of any other document relating
to
the US Notes be distributed in the Republic of Italy, except:
(i) to
professional investors ("operatori qualificati"), as
defined in Article 31, second paragraph, of CONSOB
Regulation No. 11522 of 1 July, 1998, as amended; or
(ii) in circumstances
which are exempted from the rules on
solicitation of investments pursuant to Article 100 of
Legislative Decree No. 58 of 24 February, 1998 (the
"Financial Services Act") and Article 33, first paragraph,
of CONSOB Regulation No. 11971 of 14 May, 1999, as amended.
Each of the Underwriters represents and agrees that any offer,
sale or delivery of the US Notes or distribution of copies of
the
Prospectus or any other document relating to the US Notes in
the
Republic of Italy under (i) or (ii) above must be:
(a) made by an
investment firm, bank or financial intermediary
permitted to conduct such activities in the Republic of
Italy in accordance with the Financial Services Act and
Legislative Decree No. 385 of 1 September, 1993 (the
"Banking Act"), as amended;
10
<PAGE>
(b) in
compliance with Article 129 of the Banking Act and the
implementing guidelines of the Bank of Italy 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 characteristics; and
(c) in
accordance with any other applicable laws and
regulations.
(d)
Ireland
Each Underwriter represents and agrees that:
(i) it will not
underwrite the issue of, or place, the US Notes,
otherwise than in conformity with the provisions of the
Irish Investment Intermediaries Act 1995 (as amended),
including, without limitation, Sections 9 and 23 thereof and
any codes of conduct rules made under Section 37 thereof and
the provisions of the Investor Compensation Act 1998;
(ii) it will not
underwrite the issue of, or place, the US Notes,
otherwise than in conformity with the provisions of the
Irish Central Bank Acts 1942 - 1999 (as amended) and any
codes of conduct rules made under Section 117(1) thereof;
(iii) it will not underwrite the issue of, or place, or do
anything in Ireland in respect of the US Notes otherwise
than in conformity with the provisions of the Irish
Prospectus (Directive 2003/71/EC) Regulations 2005 and any
rules issued under Section 51 of the Irish Investment Funds,
Companies and Miscellaneous Provisions Act 2005, by the
Irish Central Bank and Financial Services Regulatory
Authority ("IFSRA"); and
(iv) it will not
underwrite the issue of, place or otherwise act
in Ireland in respect of the US Notes, otherwise than in
conformity with the provisions of the Irish Market Abuse
(Directive 2003/6/EC) Regulations 2005 and any rules issued
under Section 34 of the Irish Investment Funds, Companies
and Miscellaneous Provisions Act 2005 by IFSRA.
(e)
France
Each Underwriter represents and agrees that it has not offered
or
sold and will not offer or sell, directly or indirectly, US
Notes
to the public in France, and has not distributed or caused to
be
distributed and will not distribute or cause to be distributed
to
the public in France, the Prospectus or any other document
relating to the US Notes, and that such offers, sales and
distributions have been made and will be made in France only to
(a) providers of investment services relating to portfolio
management for
the account of third parties and/or (b) qualified
investors (investisseurs qualifies), all as defined in, and in
accordance with, articles L.411-1, L.411-2 and D.411-1 of the
French Code monetaire et financier.
(f)
The
Netherlands
Each Underwriter represents and agrees that it has not and will
not, directly or indirectly, offer, sell, transfer or deliver
any
US Notes as part of their initial distribution or at any time
thereafter (including rights representing an interest in a
11
<PAGE>
global note) to individuals or legal entities who or which are
established, domiciled or have their residence in The
Netherlands
other than to the following entities (hereinafter referred to
as
"Professional Market Parties") provided they acquire the US
Notes
for their own account and trade or invest in securities in the
conduct of a business or profession:
(i) anyone who
is subject to supervision of the Dutch Central
Bank, the Dutch Authority for the Financial Markets or a
supervisory authority from another member state and who is
authorised to be active on the financial markets;
(ii) anyone who
otherwise performs a regulated activity on the
financial markets;
(iii) 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;
(iv) a company or
entity which, according to its last annual
(consolidated) accounts, meets at least two of the following
three criteria: an average number of employees during the
financial year of at least 250, a total balance sheet of at
least (euro)43,000,000 and an annual net turnover of at
least (euro)50,000,000;
(v) a company or
entity with its statutory seat in the
Netherlands other than a company as referred to in (iv)
above, which has requested the Dutch Authority for the
Financial Markets to be treated as a Professional Market
Party;
(vi) a natural person,
living in the Netherlands, who has
requested the Dutch Authority for the Financial Markets to
be treated as a Professional Market Party, and who meets at
least two of the following three criteria: the person has
carried out transactions of a significant size on securities
markets at an average frequency of, at least, ten per
quarter over the previous four quarters; the size of the
securities portfolio is at least (euro)500,000 and the
person works or has worked for at least one year in the
financial sector in a professional position which requires
knowledge of securities investment;
(vii) a company or entity whose only purpose is investing in
securities;
(viii) a company or entity whose purpose is to acquire assets
and
issue asset backed securities;
(ix) an enterprises or
entity 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;
(x) an
enterprise, entity or individual 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 has 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;
12
<PAGE>
(xi) a subsidiary of
any of the persons or entities referred to
under (i)-(viii) above, provided such subsidiaries are
subject to consolidated supervision; and
(xii) an enterprise or entity which has a rating from a rating
agency that, in the opinion of the Dutch Central Bank, has
sufficient expertise, or which issues securities that have a
rating from a rating agency that, in the opinion of the
Dutch Central Bank, has sufficient expertise.
(g)
Germany
Each Underwriter represents and agrees that:
(i) the US Notes
have not been and will not be offered or sold
or publicly promoted or advertised by it in the Federal
Republic of Germany other than in compliance with the
provisions of the German Securities Prospectus Act
(Wertpapierprospektgesetz) June 22, 2005, or of any other
laws applicable in the Federal Republic of Germany governing
the offer and sale of securities; and
(ii) it shall not
offer or sell US Notes in the Federal Republic
of German in a manner which could result in the Master
Issuer being subject to any license requirement under the
Germany Banking Act (Kreditwesengesetz).
(h)
Sweden
Each Underwriter represents and agrees that it will not,
directly
or indirectly, offer for subscription or purchase or issue
invitations to subscribe for or buy US Notes or distribute any
draft or definite document in relation to any such offer,
invitation or sale except in circumstances that will not result
in
a requirement to prepare a prospectus pursuant to the
provisions
of the Swedish Financial Instruments Trading Act (lag
(1991:980)
om handel med finansiella instrument).
(i)
Norway
Each Underwriter represents and agrees that it has not,
directly
or indirectly, offered or sold and will not, directly or
indirectly, offer or sell in the Kingdom of Norway any US Notes
other than to persons who are registered with the Oslo Stock
Exchange as professional investors.
(j)
Belgium
Each Underwriter represents and agrees that it will not:
(i) offer for
sale, sell or market in Belgium US Notes by means
of a public offer within the meaning of the law of June 16,
2006 on the public offer of investment instruments and the
admission to trading of investment instruments on a
regulated market; or
(ii) sell US Notes to
any person qualifying as a consumer within
the meaning of Article 1.7 of the Belgian law of July 14,
1991 on consumer protection and trade practices unless such
sale is made in compliance with this law and its
implementing regulation.
13
<PAGE>
(k)
Spain
Each Underwriter represents and agrees that it will not offer
or
sell US Notes in Spain by means of a public offer as defined
and
construed in Chapter I of Title III of Law 24/1988, of 28 July,
on
the Securities Act (as amended by Royal Decree Law 5/2005 of 11
March and related legislation). The Prospectus has not been
registered with the Comision Nacional del Mercado de Valores
and
therefore it is not intended for any public offer of US Notes
in
Spain.
(l)
Japan
Each Underwriter acknowledges that the US Notes have not been
and
will not be registered under the Securities and Exchange Law of
Japan and each Underwriter agrees that, except pursuant to an
exemption from the registration requirements of, or otherwise
in
compliance with, the Securities and Exchange Law of Japan and
any
other applicable laws, regulations and ministerial guidelines
of
Japan, it will not, directly or indirectly, offer or sell any
US
Notes in Japan or to, or for the benefit of, any resident of
Japan
(which term as used in this paragraph means any person resident
in
Japan, including any corporation or other legal entity
organized
under the laws of Japan) or to any person or entity for
re-offering or resale, directly or indirectly, in Japan or to,
or
for
the benefit of, a resident of Japan.
(m)
Korea
Each Underwriter represents and agrees that the US Notes have
not
been and will not be offered, delivered or sold directly or
indirectly in Korea or to any resident of Korea or to others
for
re-offering or resale directly or indirectly in Korea or to any
resident of Korea except as otherwise permitted under
applicable
Korean laws and regulations. Each Underwriter has undertaken to
ensure that any securities dealer to which it sells US Notes
confirms that it is purchasing such US Note as principal and
agrees with such Underwriter that it will comply with the
restrictions set out in this paragraph (m).
(n)
Hong Kong
Each Underwriter represents and agrees that:
(i) it has not
offered or sold, and will not offer or sell, in
Hong Kong, by means of any document, any US Notes other than
(i) to persons whose ordinary business is to buy or sell
shares or debentures (whether as principal or agent), or
(ii) to "professional investors" within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong
Kong) and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a
"prospectus" within the meaning of the Companies Ordinance
(Cap.32, Laws of Hong Kong) or which do not constitute an
offer to the public thereunder; and
(ii) it has not
issued, or had in its possession for the purpose
of issue (in each case whether in Hong Kong or elsewhere),
any advertisement, invitation or document relating to the US
Notes which is directed at, or the contents of which are
likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the laws of Hong Kong)
other than with respect to the US Notes which are or are
intended to be disposed of only to persons
14
<PAGE>
outside Hong Kong or only to "professional investors"
within the meaning of the Securities and Futures Ordinance
(Cap.571, Laws of Hong Kong) and any rules made
thereunder.
(o)
Singapore
The Prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore under the Securities and
Futures
Act, Chapter 289 of Singapore (the "Securities and Futures
Act").
Accordingly, each Underwriter represents and agrees that the US
Notes may not be offered or sold or made the subject of an
invitation for subscription or purchase nor may the Prospectus
or
any other
document or material in connection with the offer or
sale or invitation for subscription or purchase of any US Notes
be
circulated or distributed, whether directly or indirectly, to
any
person in Singapore other than (i) to an institutional investor
pursuant to Section 274 of the Securities and Futures Act, (ii)
to
a relevant person, or any person pursuant to Section 275(1A) of
the Securities and Futures Act, and in accordance with the
conditions specified in Section 275 of the Securities and
Futures
Act, or (iii) pursuant to, and in accordance with the
conditions
of, any other applicable provision of the Securities and
Futures
Act.
(p)
Taiwan
Each Underwriter represents and agrees that the US Notes have
not
been and will not be registered with the Financial Supervisory
Commission of Taiwan, the Republic of China pursuant to
relevant
securities laws and regulations and may not be offered or sold
in
Taiwan, the Republic of China through a public offering or in
circumstances which constitute an offer within the meaning of
the
Securities and Exchange Law of Taiwan, the Republic of China
that
requires a registration or approval of the Financial
Supervisory
Commission of Taiwan, the Republic of China. Each Underwriter
agrees that no person or entity in Taiwan, the Republic of
China
has been authorized to offer or sell US Notes in Taiwan, the
Republic of China.
(q)
People's
Republic of China
Each Underwriter represents and agrees that neither it nor any
of
its
affiliates has offered or sold or will offer or sell any of
the US Notes in the People's Republic of China (excluding Hong
Kong, Macau and Taiwan) as part of the initial distribution of
the
US Notes.
(r)
Other
For each jurisdiction outside the United States and the United
Kingdom (a "Relevant Jurisdiction"), neither the Master Issuer
nor
any Underwriter represents that US Notes may at any time
lawfully
be sold in compliance with any application, registration or
other
requirement in any Relevant Jurisdiction by the Master Issuer
or
any Underwriter (other than as described above), or pursuant to
any exemption available thereunder, or assume any
responsibility
for facilitating such sale.
Each Underwriter represents and agrees that it has complied and
will comply with all applicable securities laws and regulations
in
force in any Relevant Jurisdiction in which it purchases,
offers,
sells or delivers US Notes or has in its possession or
distributes
the Prospectus or any other offering material, in all cases at
its
own expense, and it will obtain any consent, approval or
permission required by it for the
15
<PAGE>
purchase, offer, sale or delivery by it of US Notes under the
laws
and regulations in force in any Relevant Jurisdiction to which
it
is subject or in which it makes such purchases, offers, sales
or
deliveries and the Master Issuer shall have not responsibility
for
them, in all cases at its own expense. Each Underwriter
represents
and agrees that it has not and will not directly or indirectly
offer, sell or deliver any US Notes or distribute or publish
any
prospectus, form of application, offering circular,
advertisement
or other offering material except under circumstances that
will,
to the best of its knowledge and belief, result in compliance
with
any applicable laws and regulations, and all offers, sales and
deliveries of US Notes by it will be made on the same terms.
Each Underwriter agrees that it will, unless prohibited by
applicable law, furnish to each person to whom it offers or
sells
US Notes a copy of the Prospectus, as then amended or
supplemented
or, unless delivery of the Prospectus is required by applicable
law, inform each such person that a copy will be made available
upon request. Each Underwriter is not authorized to give any
information or to make any representation not contained in the
Prospectus in connection with the offer and sale of US Notes to
which the Prospectus relates.
4.
LISTING
4.1 Application
for Listing
The Master
Issuer confirms that it has authorized the Lead Underwriters
to make or
cause to be made at the Master Issuer's expense applications
on the
Master Issuer's behalf for the Notes to be listed on the
Official
List and
for the Notes to be admitted to trading on the London Stock
Exchange
plc's Gilt Edged and Fixed Interest Market or such other Market
of the
London Stock Exchange plc as shall be designated as a
"regulated
market"
within the meaning of Directive 93/22/EC (the "Market").
4.2 Supply of
Information
The Master
Issuer agrees to supply to the Lead Underwriters for delivery
to the UK
Listing Authority and the London Stock Exchange copies of the
Prospectus
and such other documents, information and undertakings as may
be
required for the purpose of obtaining such listing and admission
to
trading.
4.3 Maintenance
of Listing
The Master
Issuer agrees to use its reasonable endeavors to maintain a
listing of
the US Notes on the Official List and the admission of the
Notes to
trading on the Market for as long as any of the US Notes are
outstanding and to pay all fees and supply all further
documents,
information and undertakings and publish all advertisements or
other
material
as may be necessary for such purpose. However, if such listing
or
admission to trading becomes impossible, the Master Issuer will
obtain,
and will thereafter use its best endeavors to maintain, a
quotation
for, or listing of, the US Notes on or by such other stock
exchange,
competent listing authority and/or quotation system as is
commonly
used for the quotation or listing of debt securities as it may
decide
with the approval of the Lead Underwriters (such approval not
to
be
unreasonably withheld or delayed).
16
<PAGE>
5.
REPRESENTATIONS AND WARRANTIES OF THE MASTER ISSUER
The Master
Issuer represents and warrants to, and agrees with, Funding
2, the
Mortgages Trustee, the Underwriters and each of them that:
(a)
The Registration
Statement
A registration statement on Form S-3 (File No.s 333-133279,
333-133279-02 and 333-133279-01) relating to the US Notes has
been
filed by the Master Issuer (together with Funding 2 and the
Mortgages Trustee) with the United States Securities and
Exchange
Commission ("Commission") and has become effective and is still
effective as of the date hereof under the Securities Act. No
stop
order suspending the effectiveness of the Registration
Statement
has been issued under the Securities Act and no proceedings for
that purpose have been instituted or are pending or, to the
knowledge of the
Master Issuer, are threatened by the Commission.
The Master Issuer (together with Funding 2 and the Mortgages
Trustee) has filed with the Commission the Initial Preliminary
Prospectus and the Revised Preliminary Prospectus and, in each
case, it has done so within the applicable period of time
required
under the Securities Act and the rules and regulations of the
Commission under the Securities Act (the "Rules and
Regulations").
The Master Issuer (together with Funding 2 and the Mortgages
Trustee) will file with the Commission pursuant to Rule 424(b)
of
the Rules and Regulations, promptly upon or after the execution
and delivery of this Agreement, a prospectus supplement dated
September 15, 2006 (together with information referred to under
the caption "Static Pool Data" in Annex D therein regardless of
whether it is deemed a part of the Registration Statement or
Prospectus, the "Prospectus Supplement") to the prospectus
dated
September 12, 2006 (the "Base Prospectus"), relating to the US
Notes and the method of distribution thereof. Such registration
statement, including exhibits thereto, and such prospectus, as
amended or supplemented to the date hereof, and as further
supplemented by the Prospectus Supplement, are hereinafter
referred to as the "Registration Statement" and the
"Prospectus",
respectively. Any reference herein to the terms "amend,"
"amendment" or "supplement" with respect to the Registration
Statement, the Base Prospectus or the Prospectus Supplement
shall
include, without limitation, any document filed under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"),
the Base Prospectus and the Prospectus Supplement, as the case
may
be, deemed to be incorporated therein pursuant to the
Securities
Act.
The conditions to the use of a registration statement on Form
S-3
under the Securities Act have been satisfied. The Registration
Statement, at the time it became effective, any post-effective
amendment thereto, at the time it became effective, the Initial
Preliminary Prospectus, as of its date, the Revised Preliminary
Prospectus, as of its date, and the Prospectus, as of the date
of
the Prospectus Supplement, complied and on the Closing Date
will
comply in all material respects with the applicable
requirements
of the Securities Act and the Rules and Regulations and the
Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"),
and
the rules and regulations of the Commission thereunder.
(b)
No Material
Misstatements or Omissions
(I) The
Registration Statement, as of the applicable effective
date as to each part of the Registration Statement and any
amendment thereto pursuant to Rule 430B(f)(2) under the
Securities
Act, did not include any untrue statement of a material fact
and
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did not omit to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading; provided, however, that the Master Issuer makes no
representations, warranties or agreements as to: (i) that part
of
the Registration Statement which constitutes the Statement of
Eligibility and Qualification (Form T-1) of the Note Trustee
under
the Trust Indenture Act, and (ii) statements or omissions in
the
Registration Statement made in reliance upon and in conformity
with information furnished in writing to the Master Issuer by
or
on behalf of any Underwriter through the Lead Underwriters
specifically for inclusion therein, it being agreed that the
only
such information consists of the statements under the heading
"Underwriting" in each of the Initial Preliminary Prospectus,
the
Revised Preliminary Prospectus and the Prospectus that specify
(A)
the list of Underwriters and their respective participation in
the
sale of the US Notes, (B) the sentences related to concessions
and
reallowances and (C) the paragraphs related to short sales,
stabilization, short covering transactions and penalty bids
(such
information, the "Underwriter Information");
(II) the Initial
Preliminary Prospectus (except for the omission
of any pricing related information and any information relating
to
an Issuer Swap Provider, the Conditional Purchaser or the
Remarketing Bank), as of its date and as of the Time of Sale,
did
not contain an untrue statement of a material fact and did not
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which
they were made, not misleading; provided, however, that the
Master
Issuer makes no representations, warranties or agreements as to
statements or omissions in the Initial Preliminary Prospectus
made
in reliance upon and in conformity with the Underwriter
Information;
(III) the Revised Preliminary Prospectus (except for the
omission
of any pricing related information), as of its date and as of
the
Time of Sale, did not contain an untrue statement of a material
fact and did not omit to state a material fact necessary in
order
to make the statements therein, in the light of the
circumstances
under which they were made, not misleading; provided, however,
that the Master Issuer makes no representations, warranties or
agreements as to statements or omissions in the Revised
Preliminary Prospectus made in reliance upon and in conformity
with the Underwriter Information;
(IV) the Master Issuer
was not, as of any date on or after which a
bona fide offer (as used in Rule 164(h)(2) under the Securities
Act) of the US Notes was made, an "ineligible issuer", as
defined
in Rule 405 under the Securities Act;
(V) the
Prospectus, as of the date of the Prospectus Supplement
and as of the Closing Date, did not and will not contain any
untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; provided, however, that the Master Issuer makes no
representations, warranties or agreements as to statements or
omissions in the Prospectus (or any amendment or supplement
thereto) made in reliance upon and in conformity with the
Underwriter Information; and
(VI) the documents
incorporated by reference in the Initial
Preliminary Prospectus, the Revised Preliminary Prospectus and
the
Prospectus, when they were filed with the Commission under the
Exchange Act, conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; and any further
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<PAGE>
documents so filed and incorporated by reference in the
Prospectus, when such documents are filed with the Commission,
will conform in all material respects to the requirements of
the
Securities Act or the Exchange Act, as applicable, and the
rules
and
regulations of the Commission thereunder; provided, however,
that the Master Issuer makes no representations, warranties or
agreements as to the documents incorporated by reference under
the
headings "The issuer swap provider" and "The conditional
purchaser" in the Revised Preliminary Prospectus and the
Prospectus.
(c)
Incorporation,
Capacity and Authorization
The Master Issuer is a public limited company duly incorporated
and validly existing under the laws of England and Wales, with
full power and capacity to conduct its business as described in
the Prospectus, to create and issue the Notes, to execute this
Agreement and the other Legal Agreements to which it is a party
and to undertake and perform the obligations expressed to be
assumed by it herein and therein; and has taken all necessary
action to approve and authorize the same; and the Master Issuer
is
lawfully qualified to do business in England and Wales. The
Master
Issuer has not taken any corporate action nor (to the best of
its
knowledge and belief) have any other steps been taken or legal
proceedings been started or threatened against it for its
winding-up, dissolution or reorganization or for the
appointment
of a receiver, administrator, administrative receiver or
similar
officer of it or of any or all of its assets or revenues.
(d)
Validity of
Legal Agreements
This Agreement has been duly authorized, executed and delivered
by
the Master Issuer and constitutes, and the other Legal
Agreements
to which the Master Issuer is a party have been duly authorized
by
the Master Issuer and on the Closing Date will constitute,
legal,
valid and binding obligations of the Master Issuer, enforceable
against the Master Issuer in accordance with their respective
terms, subject as to enforceability to applicable bankruptcy,
insolvency, reorganization, conservatorship, receivership,
liquidation or other similar laws affecting the enforcement of
creditors rights generally and to general equitable principles.
(e)
Validity of
Notes
The creation, sale and issue of the Notes have been duly
authorized by the Master Issuer and, when executed and
authenticated in accordance with the Supplemental Issuer Trust
Deed and the Issuer Paying Agent and Agent Bank Agreement, the
Notes will constitute legal, valid and binding obligations of
the
Master Issuer and, upon effectiveness of the Registration
Statement, the Supplemental Issuer Trust Deed will have been
duly
qualified under the Trust Indenture Act.
(f)
Consents
All consents, approvals, authorizations and other orders of all
United States and United Kingdom regulatory authorities
required
for the creation, issue and offering of the Notes by the Master
Issuer or in connection with the execution and performance by
the
Master Issuer of the transactions contemplated by the Legal
Agreements or the compliance by the Master Issuer with the
terms
of the Notes and the Legal Agreements as the case may be,
except
for (i) such consents, approvals, authorizations, registrations
or
qualifications as may be required under applicable United
States
state securities, Blue Sky or similar laws in connection with
the
19
<PAGE>
purchase and distribution of the Notes by the Underwriters and
(ii) those which will on the Closing Date be, in full force and
effect.
(g)
Compliance
The authorization of the Notes and the granting of security
interests in relation thereto under the Issuer Deed of Charge
(as
amended by the Deed of Accession), the offering and issue of
the
Notes on the terms and conditions of this Agreement, the
Supplemental Issuer Trust Deed and the Prospectus, the
execution
and delivery of the Legal Agreements to which it is a party and
the implementation of the transactions contemplated by such
Legal
Agreements and compliance with the terms of the Legal
Agreements
to which it is a party do not, and will not, (i) conflict with,
or
result in a breach of, any of the terms or provisions of, or
constitute a default under, the Memorandum and Articles of
Association of the Master Issuer or any agreement or instrument
to
which the Master Issuer is a party or by which any of its
assets
or properties is bound; (ii) infringe any applicable law, rule,
regulation, judgment, order or decree of any government,
governmental body or court having jurisdiction over the Master
Issuer or any of its assets or properties; or (iii) result in
the
creation or imposition of any mortgage, charge, pledge, lien or
other
security interest on any of its assets or properties, other
than those created in, or imposed by, the Legal Agreements
themselves.
(h)
Accountants
PricewaterhouseCoopers LLP are a registered public accounting
firm
and independent with respect to the Master Issuer within the
meaning of the Securities Act.
(i)
Taxation
Save as described in the legal opinions referred to in Clause
9.1(d) of this Agreement, no stamp or other similar duty is
assessable or payable in the United Kingdom, and no withholding
or
deduction for or on account of any taxes, duties, assessments
or
governmental charges of whatever nature is imposed or made for
or
on account of any income, registration, transfer or turnover
taxes, customs or other duties or taxes of any kind in
connection
with the authorization, execution or delivery of the Legal
Agreements or with the authorization, issue, sale or delivery
of
the Notes and (except as disclosed in the Prospectus) the
performance of the Master Issuer's, Funding 2's and/or, as the
case may be, the Mortgages Trustee's obligations under the
Legal
Agreements and the Notes. This warranty does not apply to any
United Kingdom corporation tax on net income, profits or gains
received or receivable which may be levied, collected, withheld
or
assessed in connection with the authorization, execution or
delivery of the Legal Agreements or with the authorization,
issue,
sale or delivery of the Notes.
(j)
Breach of other
agreements
The Master Issuer is not in breach of or in default under any
agreement to which it is a party or which is binding on it or
any
of its assets or revenues.
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(k)
Events of
Default
No event has occurred or circumstance arisen which, had the
Notes
already been issued, would (whether or not with the giving of
notice and/or the passage of time and/or the fulfillment of any
other requirement) constitute an Event of Default as set out in
the Conditions of the Notes.
(l)
No
Subsidiaries
The Master Issuer has no subsidiaries or subsidiary
undertakings
within the meanings of Sections 258 and 736 of the Companies
Act
1985.
(m)
Granite Finance
Holdings Limited
The Funding Issuers, the Master Issuer, Funding, Funding 2, the
Mortgages Trustee and GPCH Limited are the only subsidiaries or
subsidiary undertakings of Granite Finance Holdings Limited
within
the meanings of Sections 258 and 736 of the Companies Act 1985.
(n)
No
Activities
The Master Issuer has not engaged in any activities since its
incorporation other than (i) those incidental to any
registration
or re-registration as a public limited company under the
Companies
Acts 1985 and 1989 and various changes to its directors,
secretary, registered office, Memorandum and Articles of
Association; (ii) the authorization and execution of the Legal
Agreements to which it is a party; (iii) the activities
referred
to or contemplated in the Legal Agreements to which it is a
party
and (iv) the
authorization and issue by it of the Notes. The
Master Issuer has not prepared any accounts and has neither
paid
any dividends nor made any distributions since the date of its
incorporation.
(o)
Prospectus
Rules
The Reg S Prospectus has been (i) approved by the UK Listing
Authority as an approved prospectus for the purposes of Section
85(2) of the FSMA and the Prospectus Rules; and (ii) published
in
accordance with the Prospectus Rules.
(p)
Litigation
There are no pending actions, suits or proceedings against or
affecting the Master Issuer which could individually or in the
aggregate have an adverse effect on the condition (financial or
other), prospects, results of operations or general affairs of
the
Master Issuer or could adversely affect the ability of the
Master
Issuer to perform its obligations under the Legal Agreements or
the Notes or which are otherwise material in the context of the
issue or offering of the Notes and, to the best of the Master
Issuer's knowledge, no such actions, suits or proceedings are
threatened or contemplated.
(q)
No Prior
Security
Save as set out in any of the Legal Agreements, there exists no
mortgage, lien, pledge or other charge on or over the assets of
the Master Issuer and, other than the Legal Agreements, the
Master
Issuer has not entered into any indenture or trust deed.
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<PAGE>
(r)
Security for the
Notes
The Notes and the obligations of the Master Issuer under the
Supplemental Issuer Trust Deed will be secured in the manner
provided in the Issuer Deed of Charge (as amended by the Issuer
Deed of Accession) and with the benefit of the charges,
covenants
and other security interests provided for t
